Univ. 

51 


H'TTl.  Library 


First  Mortgage  Indenture 


BETWEEN 

THE  CLEVELAND  UNION  TERMINALS 

.NY 


AND 


THE  UNION  TRUST  COMPANY, 
Trustee 


Securing  an  Issue  of  Not  Exceeding  $60,000,000 
First  Mortgage  Sinking  Fund  Gold  Bonds 


DATED  APRIL  1,  1922 


First  Mortgage  Indenture 

BETWEEN 

THE  CLEVELAND  UNION  TERMINALS 

COMPANY 

AND 

THE  UNION  TRUST  COMPANY, 
Trustee 


Securing  an  Issue  of  Not  Exceeding  $60,000,000 
First  Mortgage  Sinking  Fund  Gold  Bonds 


DATED  APRIL  1,  1922 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/firstmortgageindOOclev 


®I)t0  Jnbpntlirp,  dated  the  first  day  of  April,  in  the 
year  One  Thousand  Nine  Hundred  and  Twenty-two,  between 
THE  CLEVELAND  UNION  TERMINALS  COMPANY,  a cor- 
poration organized  and  existing  under  the  laws  of  the  State  of 
Ohio,  hereinafter  called  the  “Terminals  Company,”  party  of  the 
first  part,  and  THE  UNION  TRUST  COMPANY,  a corporation 
created  by  and  existing  under  the  laws  of  the  State  of  Ohio,  with  its 
principal  office  in  the  City  of  Cleveland,  in  said  State,  hereinafter 
called  the  “Trustee,”  party  of  the  second  part,  Witnesseth  that: 

Whereas,  the  Terminals  Company  is  a union  depot  company 
duly  organized  and  existing  under  the  laws  of  the  State  of  Ohio, 
for  the  purpose,  among  others,  of  locating,  constructing,  owning, 
operating  and  maintaining  a common  or  union  passenger  station 
and  terminal,  and  approaches  thereto  (all  hereinafter  sometimes 
referred  to  as  the  “Passenger  Terminal”),  in  the  City  of  Cleve- 
land, in  said  State,  and  the  necessary  connecting  tracks  and  facili- 
ties, for  the  use  of  steam  railroads,  or  both  steam  and  electric  rail- 
roads, and  is  authorized,  among  other  things,  to  take  and  hold 
such  real  estate  as  shall  be  necessary  or  proper  for  said  purposes, 
and  to  lay  tracks  and  make  the  necessary  connections  with  rail- 
roads proposing  to  use  such  Passenger  Terminal;  and 

Whereas,  the  Terminals  Company  is  authorized  to  borrow 
money  for  the  purpose  of  raising  means  to  carry  out  the  powers 
conferred  by  the  law  authorizing  its  incorporation;  and 

Whereas,  the  Terminals  Company  proposes  to. borrow  a sum 
not  exceeding  Sixty  Million  Dollars  ($60,000,000)  and  to  evidence 
such  loan  by  its  First  Mortgage  Sinking  Fund  Gold  Bonds  to  be 
issued  in  series  from  time  to  time  hereafter,  and  to  secure  said 
bonds  by  this  Indenture ; and 

Whereas  at  a meeting  of  the  Board  of  Directors  of  the  Termi- 
nals Company,  duly  called  and  held  on  the  10th  day  of 
^ April,  1922,  at  the  principal  office  of  the  Terminals  Company, 


2 


in  the  City  of  Cleveland,  State  of  Ohio,  more  than  a majority 
of  the  members  of  the  Board  of  Directors  being  present,  the  fol- 
lowing resolutions  were  duly  adopted: 

Resolved,  That  for  its  corporate  purposes,  including  the 
financing  of  the  construction,  completion  and  equipment  of 
its  Passenger  Terminal  and  approaches  in  the  City  of  Cleve- 
land, Ohio,  this  Company  borrow  an  amount  not  exceeding 
Sixty  Million  Dollars  ($60,000,000),  to  be  evidenced  by  its 
First  Mortgage  Sinking  Fund  Gold  Bonds  to  be  issued  and 
disposed  of  in  series  from  time  to  time,  and  that  as  security 
for  the  payment  of  the  principal  and  interest  of  said  bonds, 
this  Company  execute,  deliver  and  cause  to  be  recorded  a 
first  mortgage  to  be  dated  April  1st,  1922,  to  The  Union 
Trust  Company  (of  Cleveland),  Trustee,  under  which  there 
shall  be  conveyed  to  said  Trustee  all  and  singular  the  Pas- 
senger Terminal  and  approaches  thereto,  real  estate,  rail- 
way tracks,  railway  and  other  property,  real  and  personal, 
buildings  and  appurtenances  and  equipment  now  owned  by 
this  Company  or  hereafter  acquired  or  constructed  or  caused 
to  be  constructed  by  it  for  use  for  such  Passenger  Termi- 
nal, connecting  tracks,  facilities  and  appurtenances  and  all 
other  rights  and  property  now  or  hereafter  acquired  by  this 
Company,  except  as  otherwise  provided  in  said  first  mort- 
gage; 

Resolved,  that  the  said  first  mortgage  be  in  substantially 
the  form  submitted  to  the  Board  of  Directors  at  this  meet- 
ing and  annexed  to  and  made  part  of  the  record  of  this 
meeting ; 

Resolved,  that  the  President  or  any  Vice  President  of 
this  Company  be,  and  he  is  hereby  authorized  in  the  name 
df  and  under  the  seal  of  this  Company  to  make,  execute  and 
deliver  to  The  Union  Trust  Company  (of  Cleveland),  as 
Trustee,  such  first  mortgage,  and  that  the  Secretary  or  an 
Assistant  Secretary  of  this  Company  be,  and  he  hereby  is 
authorized  to  attest  the  seal  as  so  affixed; 

Resolved,  that  from  time  to  time  bonds  may  be  issued 
in  series  under  said  first  mortgage  as  and  for  the  purposes 
therein  provided  and  in  conformity  with  the  provisions  there- 
of; 


3 


Resolved,  that  the  President  or  any  Vice  President  or 
other  proper  officers  of  this  Company  be,  and  they  hereby 
are  authorized  to  do  all  acts,  to  cause  to  be  taken  such  pro- 
ceedings, and  to  execute  under  the  seal  of  this  Company,  if 
required,  such  instruments  as  may  be  necessary  or  proper 
to  carry  the  foregoing  resolutions  into  effect;  and 

Whereas,  at  a special  meeting  of  the  stockholders  of  the 
Terminals  Company,  which  was  duly  held  on  the  10th  day 
of  April,  1922,  at  the  office  of  the  Terminals  Company, 
in  the  City  of  Cleveland,  at  which  all  the  stock  of  said  Company 
was  represented  in  person  or  by  proxy,  the  foregoing  resolu- 
tions, after  their  adoption  as  aforesaid  by  the  Board  of  Di- 
rectors of  the  Terminals  Company,  were,  together  with  the 
form  of  said  proposed  First  Mortgage,  submitted  and  read,  and 
were  thereupon  approved  and  adopted  by  the  affirmative  votes 
of  stockholders  owning  all  of  the  capital  stock  of  the  Terminals 
Company;  and 

Whereas,  at  the  said  respective  meetings  of  the  Board  of  Di- 
rectors and  stockholders  of  the  Terminals  Company  the  form  of 
said  proposed  First  Mortgage  submitted  and  read  was  of  the  form 
and  tenor  of  this  Indenture  and  resolutions  were  duly  and  unani- 
mously adopted  by  the  affirmative  votes  of  all  the  Directors  pres- 
ent (more  than  a majority  of  the  members  of  the  Board  being 
present),  and  by  the  affirmative  vote  of  all  of  the  capital  stock  of 
the  Terminals  Company  authorizing  the  execution  of  this  Inden- 
ture, in  behalf  of,  in  the  corporate  name  of,  and  under  the  cor- 
porate seal  of  the  Terminals  Company,  and  the  execution  and  is- 
suance of  the  bonds  of  the  Terminals  Company,  at  the  times, 
in  the  manner,  upon  the  terms  and  conditions,  and  for  the  pur- 
poses set  forth  in  this  Indenture;  and 

Whereas,  the  bonds  are  to  be  issuable  in  series  and  in  the 
case  of  each  particular  series  the  date  of  the  bonds  thereof  (which 
shall  be  not  earlier  than  April  1,  1922),  the  date  of  maturity 
(which  shall  be  not  later  than  April  1,  1997),  the  rate  of  interest, 
the  denominations  of  such  bonds,  any  rights  of  registration  of 
principal  and  of  interest,  any  rights  reserved  to  the  Terminals 


4 


Company  to  redeem  such  bonds  before  maturity  and  the  price 
and  terms  of  such  redemption,  the  provisions  for  a sinking  fund 
for  the  amortization  of  such  bonds,  and  any  limitation  upon  the 
aggregate  principal  amount  of  the  bonds  of  such  series,  are  to  be 
determined  by  the  Terminals  Company  at  the  time  of  the  authori- 
zation of  such  series  by  due  corporate  action;  and 

Whereas,  subject  to  the  provisions  of  Article  One  of  this 
Indenture,  the  form  of  the  coupon  bond  and  of  the  coupons  to 
be  thereunto  attached  and  of  the  registered  bond  without  cou- 
pons and  of  the  Trustee’s  certificate,  are  severally  and  respec- 
tively as  follows: 

(Form  of  Coupon  Bond). 

United  States  of  America, 

The  Cleveland  Union  Terminals  Company 
First  Mortgage  Sinking  Fund  Gold  Bond 
No Series $ 

The  Cleveland  Union  Terminals  Company,  a corporation 
of  the  State  of  Ohio,  hereinafter  called  the  Terminals  Com- 
pany, for  value  received,  hereby  promises  to  pay  to  bearer, 
or  if  this  bond  be  registered,  then  to  the  registered  holder 

hereof,  on  the day  of , 19 . . , at  the 

office  or  agency  of  the  Terminals  Company  in  the  City  of 
Cleveland,  State  of  Ohio,  or,  at  the  option  of  the  holder,  at 
its  office  or  agency  in  the  Borough  of  Manhattan,  City  of 

New  York,  State  of  New  York,  the  sum  of 

Dollars  ($ ) in  gold  coin  of 

the  United  States  of  America  of  or  equal  to  the  standard  of 
weight  and  fineness  as  it  existed  on  the  first  day  of  April,  1922, 
and  to  pay  interest  thereon  from  the  date  hereof  at  the  rate  of 
. . . percentum  per  annum,  such  interest  to  be  payable  at  said 
office  or  agency  in  either  the  City  of  Cleveland  or  the  City 
of  New  York  at  the  option  of  the  holder,  in  like  gold  coin, 
semi-annually  on  the  first  day  of  April  and  the  first  day  of 
October  in  each  year  until  the  payment  of  said  principal  sum, 
but  only  upon  presentation  and  surrender  of  the  coupons 
therefor  hereto  attached,  as  they  severally  mature. 

This  bond  is  one  of  a duly  authorized  series  of  the  First 
Mortgage  Sinking  Fund  Gold  Bonds  (coupon  and  registered) 


5 


of  the  Terminals  Company,  issued  and  to  be  issued  in  several 
series  for  an  aggregate  principal  sum  not  exceeding  Sixty  Mil- 
lion Dollars  ($60,000,000)  at  any  one  time  outstanding,  under 
and  pursuant  to  and  all  equally  secured  by  an  indenture  of 
mortgage  or  deed  of  trust  dated  April  1st,  1922,  duly  executed 
by  the  Terminals  Company  to  The  Union  Trust  Company  (of 
Cleveland),  a corporation  of  the  State  of  Ohio,  as  Trustee, 
to  which  indenture  reference  is  hereby  made  for  a descrip- 
tion of  the  property,  real  and  personal,  mortgaged  and  pledg- 
ed, the  nature  and  extent  of  the  security,  the  rights  of  the 
holders  of  said  bonds  under  the  same,  and  the  terms  and 
conditions  upon  which  said  bonds  are  secured. 

This  bond  is  subject  to  redemption  with  a premium  of 

per  centum  of  the  face  value  hereof  and  accrued 

interest,  at  the  option  of  the  Terminals  Company,  on 

or  any  interest  day  thereafter  prior 

to  its  maturity,  upon  ninety  days’  previous  notice  by  publi- 
cation, in  one  daily  newspaper  published  in  the  Borough  of 
Manhattan,  City  of  New  York,  and  in  one  daily  newspaper 
published  in  the  City  of  Cleveland,  Ohio,  as  provided  in  said 
indenture,  and  is  also  subject  to  redemption  upon  like  terms 
on  , or  any  interest  day  there- 

after prior  to  its  maturity,  upon  like  notice,  through  opera- 
tion of  the  sinking  fund  provided  for  in  said  indenture. 

In  case  of  certain  defaults  specified  in  said  indenture, 
the  principal  of  all  such  bonds  may  be  declared  and  may  be- 
come due  and  payable  in  the  manner  and  with  the  effect  pro- 
vided in  said  indenture. 

This  bond,  if  for  $500  or  for  $1,000,  may  be  registered  as 
to  principal,  in  the  owner’s  name,  at  the  office  or  agency  of 
the  Terminals  Company  in  the  City  of  Cleveland,  State  of 
Ohio,  or  at  the  holder’s  option,  at  its  office  or  agency  in  the 
Borough  of  Manhattan,  City  of  New  York,  State  of  New 
York,  such  registration  being  noted  on  the  bond,  after  which 
no  transfer  shall  be  valid  unless  made  at  either  of  said  offices 
or  agencies  by  the  registered  owner  in  person  or  by  attorney 
and  similarly  noted  on  the  bond ; but  the  same  may  be  dis- 
charged from  registry  by  like  transfer  to  bearer  noted  on  the 
bond,  whereupon  transferability  by  delivery  shall  be  restored. 
Such  registration,  however,  shall  not  affect  the  negotiability 


6 


of  the  coupons  for  the  interest  hereon,  and  such  coupons  shall 
continue  to  be  payable  to  bearer  and  transferable  by  delivery 
merely,  and  payment  thereof  to  bearer  shall  fully  discharge 
the  Terminals  Company  in  respect  of  the  interest  therein  men- 
tioned, whether  or  not  the  bond  be  registered.  In  the  man- 
ner prescribed  in  said  indenture,  and  upon  payment  of  the 
charges  therein  provided,  the  holder  of  this  bond,  if  for  $500 
or  for  $1000,  at  his  option,  may  surrender  for  cancellation 
this  bond  with  all  unmatured  coupons,  in  exchange  for  a 
registered  bond  or  bonds  without  coupons,  of  the  same  series, 
for  the  same  aggregate  principal  amount.  Any  such  regis- 
tered bond  in  like  manner  and  upon  payment  of  the  charges 
provided  in  said  indenture  may  in  turn  be  exchanged  for  a 
coupon  bond,  or  coupon  bonds,  of  the  same  series,  for  the 
same  aggregate  principal  amount,  and  bearing  all  unma- 
tured coupons. 

No  recourse  shall  be  had  for  the  payment  of  the  prin- 
cipal of  or  the  interest  upon  this  bond,  or  for  any  claim 
based  hereon  or  otherwise  in  respect  hereof,  or  of  said  in- 
denture under  which  this  bond  is  issued,  against  any  in- 
corporator, stockholder,  officer  or  director,  past,  present  or 
future  of  the  Terminals  Company,  or  of  any  successor  cor- 
poration, whether  by  virtue  of  any  constitution,  statute  or 
rule  of  law,  or  by  the  enforcement  of  any  assessment  or 
penalty,  or  otherwise,  all  such  liability  being  by  the  accept- 
ance hereof  and  as  part  of  the  consideration  of  the  issue 
hereof,  expressly  released,  as  provided  in  said  indenture. 
Nothing  herein  or  in  said  indenture  contained  shall  impair  any 
liability  or  claim  based  upon  an  express  written  guaranty  or 
agreement. 

This  bond  shall  not  be  entitled  to  any  security  or  benefit 
under  said  indenture  and  shall  not  become  obligatory  for  any 
purpose  until  it  shall  have  been  authenticated  by  the  certifi- 
cate, hereon  indorsed,  of  the  Trustee  under  said  indenture. 

In  Witness  Whereof,  The  Cleveland  Union  Terminals 
Company  has  caused  these  presents  to  be  signed  by  its  Presi- 
dent or  one  of  its  Vice  Presidents,  and  caused  its  corporate 
seal  to  be  hereto  affixed  and  to  be  attested  by  its  Secretary 


or  Assistant  Secretary  and  coupons  for  interest  bearing  the 
engraved  fac-simile  signature  of  its  Treasurer  to  be  attached 
hereto. 

Dated  the  day  of  , 19 . . . 

The  Cleveland  Union  Terminals  Company, 

By  

L.  S.  (Vice)  President. 

Attest : 


( Assistant ) Secretary. 


(Form  of  Interest  Coupon). 

No $ 

On  the  first  day  of , 19 . . , The  Cleveland 

Union  Terminals  Company  will  pay  to  bearer  at  its  office 
or  agency  in  the  City  of  Cleveland,  Ohio,  or,  at  the  option 
of  the  holder,  at  its  office  or  agency  in  the  Borough  of  Man- 
hattan, City  of  New  York,  New  York,  

Dollars,  United  States  Gold  Coin,  being  six  months’  interest 
due  on  its  First  Mortgage  Sinking  Fund  Gold  Bond,  Series 

, No , unless  such  bond  shall  have  been 

called  for  previous  redemption. 


Treasurer. 

(The  words  “ unless  such  bond  shall  have  been  called 
for  previous  redemption”  shall  be  omitted  from  every  coupon 
maturing  on  or  prior  to  the  earliest  date  specified  for  redemp- 
tion in  the  bond  to  which  such  coupon  is  attached.) 


s 


(Form  of  Registered  Bond). 

United  States  of  America, 

The  Cleveland  Union  Terminals  Company 
First  Mortgage  Sinking  Fund  Gold  Bond. 

No Series $ 

The  Cleveland  Union  Terminals  Company,  a corpora- 
tion of  the  State  of  Ohio,  hereinafter  called  the  Terminals 
Company,  for  value  received,  hereby  promises  to  pay  to 

or  registered  assigns,  on 

the  day  of  19 . . , at  the  office  or 

agency  of  the  Terminals  Company  in  the  City  of  Cleveland, 
State  of  Ohio,  or  at  the  option  of  the  holder,  at  its  office  or 
agency  in  the  Borough  of  Manhattan,  City  of  New  York, 

State  of  New  York,  the  sum  of Dollars 

($ ) in  gold  coin  of  the  United  States  of  America,  of 

or  equal  to  the  standard  of  weight  and  fineness  as  it  existed 
on  the  first  day  of  April,  1922,  and  to  pay  interest  thereon 
at  the  rate  of  . . . per  centum  per  annum  from  the  first  dav 

of  , 19..,  such  interest  to  be  payable  to 

the  registered  holder  hereof  at  said  office  or  agency  in  either 
the  City  of  Cleveland  or  the  City  of  New  York  at  the  option 
of  such  holder,  in  like  gold  coin,  semi-annually  on  the  first 
day  of  April  and  the  first  day  of  October  in  each  year  until 
the  payment  of  said  principal  sum. 

This  bond  is  one  of  a duly  authorized  series  of  the  First 
Mortgage  Sinking  Fund  Gold  Bonds  (coupon  and  registered) 
of  the  Terminals  Company,  issued  and  to  be  issued  in  several 
series  for  an  aggregate  principal  sum  of  not  exceeding  Sixty 
Million  Dollars  ($60,000,000)  at  any  time  outstanding,  under 
and  pursuant  to  and  all  equally  secured  by  an  indenture  of 
mortgage  or  deed  of  trust,  dated  April  1st,  1922,  duly  executed 
by  the  Terminals  Company  to  The  Union  Trust  Company  (of 
Cleveland),  a corporation  of  the  State  of  Ohio,  as  Trustee,  to 
which  indenture  reference  is  hereby  made  for  a description  of 
the  property,  real  and  personal,  mortgaged  and  pledged,  the 
nature  and  extent  of  the  security,  the  rights  of  the  holders  of 
said  bonds  under  the  same,  and  the  terms  and  conditions  upon 
which  said  bonds  are  secured. 


9 


This  bond  is  subject  to  redemption  in  whole,  or  in  part 
if  for  a principal  amount  in  excess  of  $500,  with  a premium 
of. . .per  centum  of  the  face  value  hereof,  or  of  the  principal 
amount  redeemed,  and  accrued  interest,  at  the  option  of  the 

Terminals  Company  on  or  any  interest  day 

thereafter  prior  to  its  maturity,  upon  ninety  days’  previous 
notice  by  publication  in  one  daily  newspaper  published  in 
the  Borough  of  Manhattan,  City  of  New  York,  and  in  one 
daily  newspaper  published  in  the  City  of  Cleveland,  Ohio,  as 
provided  in  said  indenture,  and  is  also  subject  to  redemption 
in  whole,  or  in  part  if  for  a principal  amount  in  excess  of 

$500,  on  or  any  interest  day  thereafter, 

upon  like  terms  and  upon  like  notice  through  operation  of 
the  sinking  fund  provided  for  in  said  indenture. 

In  case  of  certain  defaults  specified  in  said  indenture, 
the  principal  of  all  such  bonds  may  be  declared  and  may  be- 
come due  and  payable  in  the  manner  and  with  the  effect  pro- 
vided in  said  indenture. 

This  bond  is  transferable  only  in  the  manner  prescribed 
in  said  indenture  at  the  office  or  agency  of  the  Termi- 
nals Company  in  the  City  of  Cleveland,  State  of  Ohio, 
or  at  the  option  of  the  holder  hereof,  at  its  office  or  agency 
in  the  Borough  of  Manhattan,  City  of  New  York,  State  of 
New  York,  upon  surrender  and  cancellation  of  this  bond;  and 
upon  any  such  transfer  a new  registered  bond,  without  cou- 
pons, of  the  same  series,  will  be  issued  to  the  transferee  in 
exchange  therefor.  This  bond  also  in  the  manner  prescribed 
in  said  indenture  is  exchangeable  for  coupon  bonds  of  the 
same  series  for  the  same  aggregate  principal  amount,  and 
bearing  all  unmatured  coupons.  Any  such  coupon  bonds 
bearing  all  unmatured  coupons  in  like  manner,  may,  in  turn, 
be  exchanged  for  a registered  bond,  or  bonds  without  cou- 
pons of  the  same  series,  for  the  same  aggregate  principal 
amount.  For  such  transfer  or  exchange  a charge  may  be  made 
as  provided  in  said  indenture. 

No  recourse  shall  be  had  for  the  payment  of  the  prin- 
cipal of  or  the  interest  upon  this  bond,  or  for  any  claim  based 
hereon,  or  otherwise  in  respect  hereof  or  of  said  indenture 
under  which  this  bond  is  issued,  against  any  incorporator, 
stockholder,  officer  or  director,  past,  present  or  future  of 


10 


the  Terminals  Company,  or  of  any  successor  corporation, 
whether  bj^  virtue  of  any  constitution,  statute  or  rule  of  law, 
or  by  the  enforcement  of  any  assessment  or  penalty,  or  other- 
wise; all  such  liability  being  by  the  acceptance  hereof,  and 
as  part  of  the  consideration  of  the  issue  hereof  expressly  re- 
leased as  provided  in  said  indenture.  Nothing  herein  or  in 
said  indenture  contained  shall  impair  any  liability  or  claim 
based  upon  an  express  written  guaranty  or  agreement. 

This  bond  shall  not  be  entitled  to  any  security  or  bene- 
fit under  said  indenture  and  shall  not  become  obligatory  for 
any  purpose  until  it  shall  have  been  authenticated  by  the  cer- 
tificate, hereon  indorsed,  of  the  Trustee  under  the  said  in- 
denture. 

In  Witness  Whereof,  The  Cleveland  Union  Terminals 
Company  has  caused  these  presents  to  be  signed  by  its 
President,  or  one  of  its  Vice  Presidents,  and  caused  its  cor- 
porate seal  to  be  hereunto  affixed  and  to  be  attested  by  its 
Secretary  or  Assistant  Secretary. 

Dated  the  ....  day  of , 19 . . . 

The  Cleveland  Union  Terminals  Company, 

By  

L.  S.  (Vice)  President. 

Attest : 


( Assistant ) Secretary. 

(Form  of  Trustee’s  Certificate) 

This  bond  is  one  of  the  issue  of  bonds  of  the  series 
designated  therein,  described  in  the  within  mentioned  in- 
denture. 

The  Union  Trust  Company,  Trustee, 

By 

And,  Whereas,  every  registered  bond  without  coupons  shall 
bear  thereon  in  appropriate  form,  an  endorsement  or  notice  setting 
forth  that  such  bond  is  issued  in  lieu  of,  or  in  exchange  for  a cou- 
pon bond,  or  coupon  bonds,  the  numbers  and  series  of  which  shall 


11 


be  designated,  none  thereof  then  being  outstanding  contempo- 
raneously with  such  registered  bond;  and 

Whereas,  the  form  and  phraseology  of  the  bonds  issued  here- 
under and  of  the  coupons  to  be  attached  to  such  thereof  as  may 
be  coupon  bonds,  are  to  be  adapted  to  the  special  provisions  in 
this  indenture  contained  in  respect  of  the  bonds  of  any  particular 
series ; and 

Whereas,  all  acts  and  things  prescribed  by  law  and  by  the 
Regulations  and  By-Laws  of  the  Terminals  Company  have  been 
duly  performed  and  complied  with  and  the  Terminals  Company 
has  executed  this  Indenture  and  proposes  to  issue  and  dispose  of 
the  bonds  hereby  secured  (hereinafter  referred  to  as  the 
“bonds”),  in  the  exercise  of  each  and  every  legal  right  and  power 
in  it  vested,  as  the  valid  and  binding  obligations  of  the  Terminals 
Company ; 

Now  Therefore,  In  consideration  of  the  premises  and  of  the 
purchase  and  acceptance  of  the  bonds  by  the  holders  thereof,  and 
of  the  sum  of  One  Dollar  to  it  paid  by  the  Trustee  at  or  before  the 
ensealing  and  delivery  of  these  presents,  the  receipt  whereof  is 
hereby  acknowledged,  and  in  order  to  secure  the  payment  of  the 
principal  and  interest  of  all  the  bonds  at  any  time  issued  and  out- 
standing under  this  Indenture,  according  to  their  tenor  and  effect, 
and  the  performance  of  all  the  covenants  and  conditions  herein 
contained,  and  to  declare  the  terms  and  conditions  upon  which  the 
bonds  shall  be  secured,  the  Terminals  Company,  party  of  the  first 
part  hereto,  has  executed  and  delivered  these  presents  and  has 
granted,  bargained,  sold,  aliened,  remised,  released,  conveyed,  con- 
firmed, assigned,  mortgaged,  transferred  and  set  over,  and  by  these 
presents  does  grant,  bargain,  sell,  alien,  remise,  release,  convey, 
confirm,  assign,  mortgage,  transfer  and  set  over  unto  the  Trustee, 
party  of  the  second  part,  its  successors  and  assigns  forever: 

All  the  Passenger  Terminal  of  the  Terminals  Company 
in  the  City  of  Cleveland,  County  of  Cuyahoga  and  State  of 
Ohio,  situate  near  the  southwest  corner  of  the  Public  Square 


12 


in  said  City  and  described  generally  as  extending  from  On- 
tario Street  and  from  Huron  Road  N.  E.  on  the  east  to  Co- 
lumbus Road  N.  W.  on  the  west,  and  from  the  Public  Square 
and  Superior  Avenue  N.  W.  and  Long  Avenue  N.  W.  on  the 
north  to  Canal  Road  N.  W.  on  the  south,  with  approaches 
extending  from  a point  near  East  40th  Street  on  the  east, 
and  from  a point  near  West  37th  Street  on  the  west,  and 
all  the  lands,  leaseholds  in  lands,  rights-of-way,  easements, 
rights  and  contracts,  terminal  station,  terminal  tracks,  rail- 
road tracks,  sidetracks,  connecting  tracks,  platforms,  electric 
locomotives  and  property  constituting  its  electrification  sys- 
tem, and  all  buildings,  facilities  and  appurtenances,  bridges, 
viaducts,  structures,  equipment  and  other  property,  real, 
personal  or  mixed,  owned  by  the  Terminals  Company  and 
used  or  designed  for  use  for  or  in  connection  with  said  Pas- 
senger Terminal,  and  any  and  all  rents,  issues,  profits,  tolls 
and  other  income  of  the  Terminals  Company;  and  including 
all  property  whatsoever  of  any  such  nature  or  description 
which  shall  be  hereafter  owned  or  acquired  by  the  Terminals 
Company  for  or  in  connection  with  said  Passenger  Terminal 
and  in  the  use  and  operation  thereof,  whether  located  as  here- 
inbefore described,  or  elsewhere.  And  also  any  and  all 
corporate  rights,  privileges  and  franchises,  and  any 
and  all  leaseholds,  estates  and  trackage  and  terminal 
rights,  and  rights  under  ordinances  which  the  Ter- 
minals Company  now  has  or  hereafter  may  or  shall  acquire, 
possess  or  exercise  in,  to,  upon  or  in  respect  of  its  said  Passen- 
ger Terminal,  or  any  part  thereof,  necessary  for,  or  pertaining 
to,  the  construction,  use,  maintenance  or  operation  of  said  Pas- 
senger Terminal  or  any  part  thereof,  and  all  the  estate,  right, 
title,  interest,  property,  claim  and  demand  of  every  nature  and 
kind  of  the  Terminals  Company  now  owned  or  possessed  by 
it,  or  that  may  hereafter  be  acquired  by  it  as  well  in  law  as 
in  equity  of,  in  and  to  the  same  and  every  part  and  parcel 
thereof  whether  hereinbefore  described  or  not. 

It  is  understood  that  all  the  property  within  the  limits 
of  the  Passenger  Terminal  as  above  described,  has  not  at 
the  date  of  the  execution  and  delivery  of  this  Indenture,  been 
acquired,  and  that  as  to  such  property  not  yet  acquired,  the 
granting  clause  hereof  shall  be  applicable  thereto  upon  its 
acquisition,  to  all  intents  and  purposes  as  if  it  had  been  ac- 


13 


quired  by  the  Terminals  Company  at  or  prior  to  the  date 
hereof. 

As  to  that  part  of  the  above  described  premises  bounded 
by  Ontario  Street,  the  Public  Square,  the  Hotel  Cleveland, 
Superior  Avenue,  West  3rd  Street  as  relocated  and  Prospect 
Avenue  as  relocated,  containing  approximately  5.16  acres  of 
land,  and  that  part  bounded  by  Ontario  Street  and  Prospect 
Avenue  as  relocated  and  extending  southerly  and  westerly  a 
sufficient  distance  to  embrace  therein  approximately  1.41 
acres  of  land, — said  two  parcels  together  containing  approxi- 
mately 6.57  acres  of  land, — the  following  described  portion 
thereof  above  the  spaces  to  be  used  for  the  terminal  tracks, 
structures  and  their  appurtenances  is  not  included  or  intended 
to  be  included  in  or  mortgaged  or  pledged  by  this  Indenture : 

All  that  portion  thereof  lying  above  certain  elevations 
and  planes  (hereinafter  referred  to  as  “planes”),  the  exact 
area  and  location  thereof  and  of  said  planes  to  be  hereafter, 
and  either  during  or  upon  completion  of  the  construction  of 
said  Passenger  Terminal,  definitely  fixed,  and  shown  upon 
plans  signed  by  the  parties  hereto  and  fully  described  in  an 
instrument  supplementary  to  this  Indenture,  signed  and  ac- 
knowledged by  said  parties  and  filed  for  record  in  the  office 
of  the  County  Recorder  of  Cuyahoga  County,  Ohio.  The  loca- 
tion and  area  of  such  planes  are  to  lie  such  as  will  in  no  way 
impair  or  interfere  with  Ihe  full  and  free  use  and  operation 
of  said  Passenger  Terminal  and  the  mortgaged  premises  and 
property  by  the  Terminals  Company  and  its  successors. 

There  is  included  in  this  Indenture,  however,  and  hereby 
mortgaged  and  pledged,  the  right  of  the  Terminals  Company, 
its  successors  and  assigns,  to  use,  without  cost  or  charge, 
all  vents,  ventilating  ducts,  stacks,  openings,  pipes  and 
conduits,  in  or  in  connection  with  any  building  or  build- 
ings constructed  above  said  planes,  necessary  or  convenient 
to  be  used  by  the  Terminals  Company,  its  successors  or 
assigns,  or  to  enable  the  Terminals  Company,  its  succes- 
sors or  assigns  to  comply  with  any  lawful  regulations  or 
requirements  of  the  City  of  Cleveland  or  other  lawful 
authority  in  respect  of  the  construction,  maintenance,  manage- 
ment, operation  and  use  of  the  Passenger  Terminal  below  said 
planes,  and  the  right  of  the  Terminals  Company,  its  successors 


14 


and  assigns,  at  its  or  their  own  cost  and  expense  to  make  such 
changes  as  may  from  time  to  time,  or  at  any  time  or  times, 
be  deemed  necessary  by  the  Terminals  Company  below  said 
planes  in  the  supporting  structures  of  any  building  or  build- 
ings erected  above  said  planes,  and  in  the  location  of  said 
supporting  structures  and  of  the  pipes,  ducts,  conduits  and 
openings  for  elevators  and  stairs  appurtenant  to  the  building 
or  buildings  above  referred  to,  to  accommodate  the  changes 
desired  b)7  the  Terminals  Company  in  the  Passenger  Terminal, 
and  during  the  work  of  making  such  changes  the  Terminals 
Company’s  right  to  enter  at  reasonable  hours  and  upon 
reasonable  notice  upon  the  building  or  buildings  erected  above 
said  planes,  and  to  do  such  work  therein  and  to  place  therein 
such  temporary  shoring  and  blocking  as  may  be  reasonably 
required  in  making  such  changes  and  in  complying  with  the 
Building  Code  of  the  City  of  Cleveland  and  other  lawful 
authority  in  respect  thereof,  and  also  to  remove  all  live  loads 
from  the  particular  supports  affected  by  such  changes,  causing 
as  little  inconvenience  as  possible  to  the  occupants  of  the 
building  or  buildings  above  said  planes,  repairing  all  injuries 
done  to  the  building  or  buildings  above  said  planes  in  such 
work,  and  reimbursing  the  owner  of  said  building  or  buildings 
for  all  such  loss  of  use  to  such  owner  or  such  owner’s  tenants 
of  the  portions  of  the  building  or  buildings  affected  by  such 
work  during  the  progress  thereof. 

The  property  hereby  mortgaged  and  pledged  is  subject 
to  the  following  rights  of  the  owner  of  the  property  above 
said  planes : 

The  right  to  construct,  repair,  renew,  maintain,  occupy 
and  use  above  said  planes  such  building  or  buildings  as  may 
from  time  to  time  be  erected  therein  by  the  owner  there- 
of, his  successors  or  assigns,  in  accordance  with  the  Build- 
ing Code  of  the  City  of  Cleveland  or  other  lawful  authority, 
and  the  right  to  construct,  repair,  renew  and  maintain  below 
said  planes  the  columns,  bracings  and  supports  and  their 
foundations  necessary  or  proper  for  the  purpose  of  support- 
ing the  building  or  buildings  or  any  renewal  or  renewals  there- 
of at  any  time  erected  above  said  planes,  together  with  the 
right  to  construct,  install,  maintain  and  use  pipes,  ducts  and 
conduits  attached  to  the  columns  and  supports  below  said 
planes  for  water,  sewer,  heating,  refrigerating,  ventilating, 


3 1 6' 


* 

Cleveland  union  terminals  company. 

First  mortgage  Indenture  between 
the  Cie  eland  uhlon  terminals  company 
and  the  Union  trust  company,  trie  tee. 
Securing  an  issue  of  not  exceeding 
$60,000,000  fairst  mortgage  singling 
fund  gold  bonds.  Dated  April  1,  1922. 


15 


electric  wiring  and  such  other  purposes  as  may  be  approved 
by  the  Terminals  Company,  connected  with  the  use  and  en- 
joyment of  the  building  or  buildings  to  be  erected  above  said 
planes,  and  to  install  and  use  in  openings  and  spaces  below 
said  planes  elevators  and  stairs ; said  columns,  bracings  and 
supports  and  their  foundations  and  said  pipes,  ducts  and 
conduits  and  the  spaces  and  openings  for  elevators  and  stairs 
to  be  at  locations,  and  of  the  character,  design  and  construc- 
tion agreed  upon  by  the  Terminals  Company  and  the  owner 
of  said  building  or  buildings  erected  above  said  planes, 
and  to  be  such  as  to  interfere  as  little  as  reasonably 
may  be  with  the  construction,  maintenance,  management, 
operation  and  use  of  the  Passenger  Terminal  below  said 
planes;  and  the  right  also  of  the  owner  of  said  building  or 
buildings  above  said  planes,  his  successors  and  assigns,  to 
enter  upon  the  property  below  said  planes  at  the  location  of 
the  public  entrances  and  passage-ways  provided  for  the  Pas- 
senger Terminal  and/or  such  other  entrances  and  passage- 
ways as  may  be  agreed  upon  between  the  Terminals  Company 
and  the  owner  of  said  building  or  buildings  above  said  planes, 
for  the  purpose  of  public  access  to  the  building  or  buildings 
above  said  planes. 

To  Have  and  To  Hold  the  premises,  tracks,  Passenger  Ter- 
minal, real  estate,  personal  property,  rights,  easements,  estates 
and  appurtenances,  leases  and  contracts  hereby  conveyed  and  as- 
signed or  intended  to  be  conveyed  or  assigned  or  hereafter  to  be 
conveyed  or  assigned  to  the  Trustee,  its  successor  or  successors  and 
assigns  forever. 

In  Trust  Nevertheless  as  to  all  the  mortgaged  premises  and 
property  for  the  common  and  equal ‘use  and  proportionate  benefit 
and  security  severally  and  respectively  of  all  and  every,  the  present 
and  future  holders  of  any  and  every  bond  and  interest  obligation, 
issued  and  authenticated  by  the  Trustee  under  this  Indenture,  as 
well  as  all  those  hereafter  issued  in  addition  thereto  or  by  way  of 
substitution  or  exchange  in  accordance  with  the  terms  of  this  In- 
denture, and  for  enforcing  the  payment  thereof  when  payable  in 
accordance  with  the  true  intent  and  meaning  of  the  stipulations  of 
this  Indenture  and  of  the  said  bonds  and  interest  obligations  re- 


16 


spectively,  without  preference,  priority  or  distinction,  as  to  lien 
or  otherwise,  of  any  one  bond  over  any  other  bond  by  reason  of 
priority  in  the  execution,  delivery  or  negotiation  thereof  and  so 
that  each  and  every  bond  issued  and  to  be  issued  as  aforesaid, 
shall  have  under  and  by  this  Indenture,  the  same  right,  lien  and 
privilege  as  every  other  bond  issued  and  to  be  issued  as  aforesaid ; 
and  so  that  the  principal  and  interest  of  every  such  bond  shall, 
subject  to  the  terms  thereof  and  hereof,  be  secured  hereby  equally 
and  proportionately  with  every  other  bond  as  though  all  had 
been  made,  executed,  delivered  and  negotiated  simultaneously 
with  the  execution  and  delivery  of  this  Indenture,  it  being  intended 
that  the  lien  and  security  of  all  such  bonds  shall  take  effect  from 
the  day  of  the  date  of  this  Indenture,  without  regard  to  the 
date  of  actual  issue,  sale  or  disposition  thereof ; and  so  that 
the  lien  and  security  of  this  Indenture  and  of  all  bonds  issued 
hereunder  shall  take  effect  from  the  day  of  the  date  hereof  as 
though  upon  such  day  all  such  bonds  had  been  actually  issued,  sold 
and  delivered  to,  and  were  in  the  hands  of  innocent  holders  for 
value. 

The  bonds  and  the  coupons  for  interest  are  to  be  issued,  certi 
fied  and  delivered  as  hereinafter  provided,  and  all  property,  and 
other  interests  and  rights,  subject  or  to  become  subject  to  the  lien 
of  this  Indenture,  are  to  be  held  subject  to  the  further  covenants, 
conditions,  uses  and  trusts  hereinafter  set  forth,  and  the  Ter- 
minals Company  covenants  and  agrees  with  the  Trustee  and  with 
the  respective  holders  from  time  to  time  of  said  bonds  and  coupons, 
or  any  thereof,  as  follows,  namely : 

ARTICLE  ONE. 

Execution  and  Registration  of  Bonds. 

Section  1.  The  bonds  to  be  issued  under  and  secured  by  this 
Indenture  shall  be  known  as  the  Terminals  Company’s  First 
Mortgage  Sinking  Fund  Gold  Bonds,  and  shall  be  executed  on  be- 
half of  the  Terminals  Company  by  its  President  or  a Vice 


17 


President,  and  its  corporate  seal  shall  be  thereunto  affixed  and 
attested  by  its  Secretary  or  an  Assistant  Secretary.  The  bonds 
shall  then  be  delivered  to  the  Trustee  to  be  authenticated  and,  sub- 
ject to  the  provisions  of  Article  Two  hereof,  said  Trustee  shall 
authenticate  and  deliver  said  bonds  so  authenticated  from  time 
to  time  upon  the  order  of  the  Terminals  Company,  executed  on 
its  behalf  by  its  President  or  Vice  President  with  its  corporate 
seal  attached,  attested  by  the  signature  of  its  Secretary  or  Assist- 
ant Secretary. 

Only  such  bonds  as  shall  bear  thereon  endorsed  the  Trustee’s 
certificate,  duly  executed,  shall  be  secured  by  this  Indenture,  or 
entitled  to  any  lien,  right  or  benefit  hereunder,  and  such  certificate 
of  the  Trustee  upon  any  such  bond  executed  by  the  Terminals 
Company  shall  be  conclusive  evidence  that  the  bond  so  authenti- 
cated has  been  duly  issued  hereunder,  and  that  the  holder  of  the 
same  is  entitled  to  the  benefit  of  the  trust  hereby  created.  In  case 
the  officers  or  any  of  them,  who  shall  have  signed  and  sealed  any 
of  said  bonds  shall  cease  to  be  such  officers  of  the  Terminals  Com- 
pany before  the  bonds  so  signed  and  sealed  have  been  actually 
authenticated  and  delivered  by  the  Trustee,  such  bonds  may, 
nevertheless,  upon  the  written  request  of  the  Terminals  Company, 
be  issued,  authenticated  and  delivered,  as  though  the  persons,  or 
any  of  them,  who  signed  and  sealed  such  bonds,  had  not  ceased  to 
be  officers  of  the  Terminals  Company.  And  any  of  the  bonds  to 
be  issued  hereunder  may  be  sealed  with  the  corporate  seal,  signed 
and  attested  by  the  persons  who  shall  be  the  proper  officers  of  the 
Terminals  Company  at  the  time  or  times  when  such  bonds  shall 
be  actually  executed,  with  like  effect  as  if  they  had  been  such  of- 
ficers at  the  date  borne  by  the  bonds.  The  coupons  to  be  attached 
to  such  bonds,  shall  be  authenticated  with  the  engraved  facsimile 
signature  of  the  present  Treasurer,  or  of  any  future  Treasurer, 
of  the  Terminals  Company,  and  the  Terminals  Company  may 
adopt  and  use  for  that  purpose  the  engraved  facsimile  signature 
of  any  person  who  shall  have  been  such  Treasurer,  notwithstand- 
ing the  fact  that  he  may  have  ceased  to  be  such  Treasurer  at  the 


18 


time  when  such  bonds  shall  be  authenticated  and  delivered.  The 
Terminals  Company  and  the  Trustee  may  deem  and  treat  the 
bearer  of  any  coupon  bond  hereby  secured,  which  shall  not  at  the 
time  be  registered  as  hereinafter  authorized,  and  the  bearer  of 
any  coupon  for  interest  on  any  such  bond,  whether  such  bond  shall 
be  registered  or  not,  as  the  absolute  owner  of  such  bond  or  cou- 
pon, for  the  purpose  of  receiving  payment  thereof  and  for  all 
other  purposes  whatsoever,  and  the  Terminals  Company  and  the 
Trustee  shall  not  be  affected  by  any  notice  to  the  contrary. 

The  Terminals  Company  and  the  Trustee  may  deem  and 
treat  the  person  in  whose  name  any  registered  bond  without  cou- 
pons issued  hereunder  shall  be  registered  upon  the  books  of  the 
Terminals  Company  as  hereinafter  provided  as  the  absolute  owner 
of  such  bond  for  the  purpose  of  receiving  payment  of  or  on  ac- 
count of  the  principal  and  interest  of  such  bond,  and  for  all  other 
purposes;  and  may  deem  and  treat  the  person  in  whose  name  any 
coupon  bond  shall  be  so  registered  as  the  absolute  owner  thereof 
for  the  purpose  of  receiving  payment  of  or  on  account  of  the 
principal  thereof  and  for  all  other  purposes,  except  to  receive 
payment  of  interest  represented  by  outstanding  coupons. 

Bonds  may  be  issued  originally  either  as  coupon  bonds  or 
registered  bonds. 

The  Trustee  shall  not  authenticate  or  deliver  any  coupon  bond 
unless  all  coupons  thereon  then  matured,  shall  have  been  detached 
and  cancelled. 

In  every  registered  bond  without  coupons,  the  date  specified 
in  the  bond  from  which  the  same  shall  bear  interest,  shall  be  the 
semi-annual  interest  date  next  preceding  the  date  of  authentica- 
tion, unless  such  date  of  authentication  be  an  interest  payment 
day,  in  which  case  the  bond  shall  bear  interest  from  such  date 
of  authentication. 

On  request  of  the  Terminals  Company,  bonds  shall  be  authen- 
ticated and  shall  be  delivered  hereunder  in  advance  of  the  regis- 
tration or  the  recording  of  this  Indenture ; but  the  Terminals  Com- 


19 


pany  with  all  convenient  speed  shall  cause  this  Indenture  to  be 
recorded  as  a mortgage  upon  real  property. 

Section  2.  The  bonds  to  be  secured  by  this  Indenture  shall 
be  issuable  in  series  as  from  time  to  time  shall  be  authorized  by 
the  Board  of  Directors  of  the  Terminals  Company.  Each  series 
shall  be  distinguished  by  a serial  letter  or  otherwise,  and  the 
coupon  bonds  and  the  registered  bonds  without  coupons  and  the 
several  denominations  of  each  form  shall  also  be  distinguish- 
able by  appropriate  letters  and  numbers,  all  in  accordance  with 
such  plan  as  may  be  adopted  by  the  Terminals  Company  and 
approved  by  the  Trustee. 

Whenever  any  bond  or  bonds  shall  be  issued  originally  as  a 
registered  bond  or  bonds  without  coupons,  there  shall  be  reserved 
an  aggregate  principal  amount  of  coupon  bonds  of  authorized 
denominations  equal  to  the  aggregate  principal  amount  of  the 
registered  bond  or  bonds  without  coupons  so  issued  and  the  dis- 
tinguishing letters  and  numbers  of  the  coupon  bonds  so  reserved 
shall  be  noted  on  such  registered  bond  or  bonds. 

Any  of  the  bonds  may  have  imprinted  thereon  a legend  in 
such  form  as  may  be  required  to  conform  to  the  rules  of  any  Stock 
Exchange  or  to  custom,  referring  to  the  right  to  exchange  the 
same  for  a bond  or  bonds  of  the  other  form  or  of  other  denom- 
inations as  herein  provided. 

Except  as  otherwise  determined  by  the  Board  of  Directors 
of  the  Terminals  Company  in  authorizing  the  issue  of  any  series — 
(a)  the  bonds  of  the  several  series  shall  be  issuable  in  the  form 
of  coupon  bonds  and  of  registered  bonds  without  coupons ; (b)  the 
coupon  bonds  shall  be  issuable  in  the  denominations  of  $100,  $500, 
and  $1,000,  and  the  coupon  bonds  in  the  denomination  of  $500 
and  of  $1,000,  shall  as  to  the  principal  sum  be  registerable  in  the 
name  of  the  holder;  (c)  the  registered  bonds  without  coupons  shall 
be  issuable  in  the  denomination  of  $500  and  of  $1,000,  and  of  such 
multiple  of  $500  as  may  from  time  to  time  be  authorized  by  the 
Board  of  Directors  of  the  Terminals  Company;  (d)  the  coupon 


20 


bonds  and  the  registered  bonds  without  coupons,  and  the  several 
denominations  of  each  shall  be  interchangeable  in  the  manner  in 
this  Indenture  below  provided;  (e)  the  interest  on  the  bonds  shall 
be  payable  semi-annually  on  the  first  day  of  April  and  the  first  day 
of  October  in  each  year;  (f)  any  sinking  fund  provided  in  respect 
of  bonds  of  any  series  shall  be  administered  in  the  manner  pro- 
vided in  Article  Ten  of  this  Indenture;  (g)  any  redemption  of 
bonds  subject  to  redemption  by  call,  shall  be  made  in  the  manner 
provided  in  Article  Nine  of  this  Indenture;  and  (h)  the  text  of 
the  bonds  shall  be  substantially  as  set  forth  in  the  preambles  of 
this  Indenture. 

In  authorizing  the  issue  of  any  series,  the  Board  of  Direc- 
tors of  the  Terminals  Company  shall  determine  and  specify  in 
respect  of  the  bonds  of  such  series,  the  date  (which  shall  not  be 
earlier  than  April  1,  1922),  the  maturity  (which  shall  not  be 
later  than  April  1,  1997),  the  rate  of  interest,  the  designation  of 
the  series,  any  limitation  of  the  aggregate  principal  amount  of  the 
series,  any  restriction  of  the  right  to  issue  the  bonds  as  coupon 
bonds  or  as  registered  bonds  without  coupons,  any  restrictions  of 
the  right  to  the  interchange  of  coupon  bonds  and  registered  bonds 
without  coupons  and  of  the  several  denominations  of  either  form, 
any  variations  from  the  above  specified  denominations  of  the  cou- 
pon bonds  or  registered  bonds  without  coupons,  or  both,  the  call 
price  of  the  bonds  of  such  series  for  the  purposes  of  the  sinking 
fund,  and  the  sinking  fund  established  in  respect  of  such  series 
which  shall  provide,  after  not  to  exceed  six  years  from  the  date 
of  the  issue  of  such  series  and  until  all  the  bonds  of  such  series 
shall  be  redeemed  by  operation  of  the  sinking  fund  or  other- 
wise for  the  payment  to  such  sinking  fund  of  (a)  such  equal 
sums  semi-annually  as  compounded  semi-annually  at  the  interest 
rate  borne  by  the  bonds  of  such  series  will  aggregate  at  the  end 
of  fifty  years  from  the  date  of  issue  of  such  series  (and  in  no 
event  later  than  April  1,  1997,),  the  aggregate  face  amount  of 
the  bonds  of  such  series  with  the  premium,  if  any,  provided  in 
the  case  of  the  redemption  of  such  bonds,  and  (b)  the  interest 


from  time  to  time  accruing  on  the  bonds  of  such  series  acquired 
for  such  sinking  fund. 

In  authorizing  the  issue  of  any  series,  the  Board  of  Directors 
of  the  Terminals  Company  may  determine,  (a)  that  the  bonds  of 
such  series  shall  be  redeemable  before  the  specified  date  of  matur- 
ity at  the  election  of  the  Terminals  Company,  at  a rate  and  within 
a period  and  upon  terms  and  conditions  to  be  specified;  and  also 
may  determine  (b)  that  the  bonds  of  such  series,  principal  and 
interest,  shall  be  paid  without  deduction  for  any  specified  tax  or 
taxes;  and  also  may  determine  (c)  that  there  shall  be  applicable 
to  the  bonds  of  such  series  such  variations  from  the  form  and 
terms  thereof  above  expressed,  and  also  such  other  or  different 
terms  or  conditions  as  are  not  inconsistent  with  the  provisions 
of  this  Indenture. 

The  bonds  of  each  series  shall  appropriately  express  therein 
the  terms  and  provisions  thereof,  as  in  this  Indenture  provided, 
or  as  determined  by  the  Board  of  Directors  of  the  Terminals 
Company  as  above  authorized. 

Except  as  in  this  Indenture  otherwise  expressly  authorized 
and  except  as  to  appropriate  variation  in  the  form  of  coupon 
bonds  and  the  form  of  registered  bonds  without  coupons  as  in 
this  Indenture  provided,  all  bonds  of  the  same  series  shall  be 
identical  in  tenor. 

Section  3.  The  Terminals  Company  further  covenants  and 
agrees  that  it  will  keep  at  offices  or  agencies  to  be  maintained 
by  it  in  the  City  of  Cleveland  and  the  City  of  New  York, 
books  for  registration  and  transfer  of  bonds  issued  hereunder, 
which  shall  at  all  reasonable  ;times  be  open  to  inspection  by  the 
Trustee,  and  upon  presentation  for  such  purpose,  the  Terminals 
Company  shall,  under  such  reasonable  regulations  as  it  may  pre- 
scribe, register  therein  any  bonds  issued  under  the  provisions 
hereof. 

The  holder  of  any  coupon  bond  in  the  denomination  of  $500 
or  $1000  issued  hereunder  may  have  the  ownership  thereof  regis- 


22 


tered  as  to  principal  only  at  either  of  the  offices  or  agencies  of 
the  Terminals  Company,  such  registry  being  noted  on  the  bond, 
after  which  no  transfer  shall  be  valid  unless  made  by  the  regis- 
tered owner  in  person,  or  by  his  attorney  duly  authorized 
in  writing  and  noted  on  the  bond ; but  the  same  may  be 
discharged  from  registry  by  being  in  like  manner  transferred 
to  bearer,  after  which  it  shall  be  transferable  by  delivery,  and 
may  again,  from  time  to  time,  be  registered,  or  transferred  to 
bearer,  as  before.  Such  registration  shall  not  affect  the  negotia- 
bility of  the  coupons  belonging  to  any  bond;  but  every  such  cou- 
pon shall  continue  to  pass  by  delivery,  and  shall  remain  payable 
to  bearer. 

If  the  Terminals  Company  shall  determine  to  issue  coupon 
bonds  for  $100  each  in  exchange  for  any  $1,000  coupon  bond, 
then  on  the  surrender  for  exchange  of  any  such  coupon  bond  of 
the  denomination  of  $1,000  with  all  unmatured  coupons  thereto 
attached,  the  Terminals  Company  may  issue  and  the  Trustee  at 
the  request  of  the  Terminals  Company  shall  authenticate  and  de- 
liver in  exchange  for  such  coupon  bond  for  $1,000,  ten  coupon  bonds 
for  $100  each  of  the  same  series  as  the  surrendered  $1,000  coupon 
bond,  with  all  unmatured  coupons  thereto  attached. 

Whenever  ten  coupon  bonds  for  $100  each,  of  the  same  series 
and  having  all  unmatured  coupons  attached  thereto,  shall  be  sur- 
rendered for  exchange  for  a coupon  bond  for  $1,000,  the  Terminals 
Company  shall  issue  and  the  Trustee  shall  authenticate  and  de- 
liver a coupon  bond  for  $1,000  of  the  same  series  as  the  sur- 
rendered bonds  with  all  unmatured  coupons  thereto  attached. 

The  holder  of  any  coupon  bond,  or  coupon  bonds,  in  the 
denomination  of  $500  or  of  $1,000  may  at  any  time  surrender 
the  same,  with  all  unmatured  coupons  thereto  appertaining,  for 
cancellation,  and  receive  in  exchange  therefor  a like  principal 
amount  in  registered  bonds  without  coupons  of  the  same  series 
which  thereupon  the  Terminals  Company  shall  issue  and  the 
Trustee  shall  authenticate  and  deliver.  The  registered  holder 


23 


of  any  registered  bond  or  bonds  at  bis  option  may  at  any 
time  surrender  the  same  for  cancellation  and  receive  in  exchange 
therefor  a like  principal  amount  in  coupon  bonds  of  the  same  series 
bearing  all  unmatured  coupons,  which  thereupon  the  Terminals 
Company  shall  issue  and  the  Trustee  shall  authenticate  and  deliver. 

Every  registered  bond  without  coupons  shall  be  transferable 
only  by  the  registered  holder  thereof,  in  person  or  by  his  attorney 
duly  authorized  in  writing,  at  either  of  said  offices  or  agencies 
and.  upon  the  surrender  and  cancellation  thereof,  one  or  more  new 
registered  bonds  without  coupons  of  the  same  series  shall  be  is- 
sued by  the  Terminals  Company  and  authenticated  and  delivered 
by  the  Trustee  to  the  transferee  in  exchange  therefor. 

For  any  exchange  of  bonds  or  any  transfer  of  registered 
bonds  without  coupons,  the  Terminals  Company  at  its  option 
may  require  the  payment  of  a sum  sufficient  to  reimburse  it  for 
any  stamp  tax  or  other  governmental  charge  connected  therewith, 
and  also  of  a further  sum  not  exceeding  two  dollars  for  each 
new  bond  issued  upon  such  transfer  or  exchange. 

Section  4.  Without  unreasonable  delay  the  Terminals  Com- 
pany will  cause  definitive  engraved  bonds  to  be  prepared  and  exe- 
cuted. Until  the  definitive  engraved  bonds  can  be  prepared,  the 
Terminals  Company  gnay  execute  and  deliver  temporary  bonds 
which  may  be  printed  or  lithographed,  either  registered  or  ne- 
gotiable by  delivery,  and  substantially  of  the  tenor  of  the  bonds 
hereinbefore  recited,  except  that  no  coupons  shall  be  attached  to 
said  bonds  and  that  such  temporary  bonds  may  be  for  the  payment 
of  $500  or  any  multiple  thereof,  as  the  Terminals  Company  shall 
determine.  Each  such  temporary  bond  shall  bear  upon  its  face: 
“Temporary  First  Mortgage  Sinking-  Fund  Gold  Bond,  Exchange- 
able for  a like  face  amount  of  Engraved  Bonds,”  and  shall  be  duly 
authenticated  by  the  Trustee  in  the  same  manner  as  the  bonds 
hereinbefore  described,  and  such  authentication  shall  be  conclusive 
evidence  that  the  bond  so  authenticated  has  been  duly  issued  here- 
under and  that  the  holder  is  entitled  to  the  benefit  of  the  trust 


24 


hereby  created.  Such  temporary  bonds,  duly  issued  and 
authenticated  hereunder,  shall  be  exchangeable,  upon  surrender 
and  cancellation  thereof,  for  engraved  bonds  to  be  issued  here- 
under of  the  same  series  and  bearing  the  same  rate  of  interest. 
Until  so  exchanged,  such  temporary  bonds,  in  all  respects,  shall 
be  entitled  to  the  lien  and  security  of  this  Indenture,  as  bonds  is- 
sued and  authenticated  hereunder.  Interest  on  such  of  said  tem- 
porary bonds  as  may  be  registered,  shall  be  paid  to  the  registered 
holder  thereof,  and  of  such  of  said  temporary  bonds  as  may  not 
be  registered,  shall  be  paid  to  the  bearer  thereof,  and  such  pay- 
ment noted  thereon. 

Section  5.  In  case  any  coupon  bond  issued  under  this  Inden- 
ture, or  the  coupons  thereto 'appertaining,  shall  become  mutilated 
or  be  destroyed,  or  in  case  any  registered  bond  without  coupons 
shall  become  mutilated  or  be  destroyed,  or  be  lost,  the  Terminals 
Company  in  its  discretion  may  issue  and  thereupon  the  Trustee 
shall  authenticate  and  deliver  a new  bond  of  like  tenor  and  date, 
bearing  the  same  serial  number,  in  exchange  and  substitution 
for,  and  upon  cancellation  of  the  mutilated  coupon  bond  and  its 
coupons,  or  the  mutilated  registered  bond,  or  in  lieu  of  and  sub- 
stitution for  the  coupon  bond  and  its  coupons  so  destroyed,  or 
the  registered  bond  so  destroyed  or  lost.  The  applicant  for  a 
bond  in  lieu  of  one  lost  or  destroyed  shall  furnish  to  the  Terminals 
Company  and  the  Trustee  evidence  of  the  loss  or  destruction 
thereof,  which  evidence  shall  be  satisfactory  to  the  Terminals 
Company  and  the  Trustee  in  their  discretion;  and  said  applicant 
shall  also  furnish  indemnity  satisfactory  to  both  of  them  in  their 
discretion. 


ARTICLE  TWO. 

Issue  of  Bonds. 

Section  1.  The  amount  of  bonds  which  may  be  authenticated 
by  the  Trustee  is  limited  so  that  never  at  any  one  time  shall 
there  be  outstanding  under  and  secured  by  this  Indenture  bonds 


25 


for  an  aggregate  principal  amount  exceeding  Sixty  Million  Dol 
lars  ($60,000,000).  The  amount  of  bonds  at  any  time  outstanding 
shall  not  be  deemed  to  include  (1)  any  bonds  which  shall  have  been 
redeemed  or  otherwise  paid  and  been  cancelled,  (2)  any 
bonds  called  for  redemption  pursuant  to  any  reserved  redemption 
right,  provided  the  amount  payable  on  such  called  bonds  or  the 
bonds  so  called  shall  have  been  deposited  with  or  delivered  to  the 
Trustee  as  provided  in  Section  2 of  this  Article  Two. 

The  bonds  to  be  issued  under  this  Indenture  as  provided 
in  this  Article  Two,  may  from  time  to  time  be  sold  by  the  Ter- 
minals Company  at  such  prices  as  may  from  time  to  time  be  fixed 
by  the  Board  of  Directors  of  the  Terminals  Company  in  respect 
of  the  bonds  of  each  particular  issue,  and  each  issue  of  bonds 
shall  be  taken  at  the  price  at  which  the  same  shall  have  been  sold, 
hereinafter  called  the  sale  price,  for  the  purposes  of  the  applica- 
tion of  said  bonds  or  the  proceeds  thereof,  against  expenditures 
under  the  provisions  of  Section  3 and  Section  4 of  this  Article 
Two;  provided  that  as  to  each  issue  of  bonds  sold  at  a discount, 
the  Terminals  Company  shall,  prior  to  the  redemption  or  ma- 
turity of  the  bonds  of  such  issue,  apply  to  appropriate  accounts 
in  accordance  with  the  applicable  regulations  of  the  Interstate 
Commerce  Commission,  or  other  proper  authority,  such  sums  as 
will  amortize  the  discount  upon  such  issue  of  bonds  at  the  date 
of  the  maturity  of  such  bonds;  and  provided  further,  that  if  in 
any  case  the  discount  upon  any  issue  of  bonds  shall  be  in  excess 
of  ten  per  cent,  of  the  face  amount  of  the  bonds  so  sold,  the  sale 
price  shall  for  the  purposes  of  the  application  of  said  bonds  or 
the  proceeds  thereof,  against  expenditures  under  the  provisions 
of  Section  3 and  Section  4 of  this  Article  Two,  be  taken  to  be 
ninety  per  cent,  of  the  face  amount  of  said  bonds. 

Whenever  requesting  the  authentication  of  any  bonds  here- 
under (except  bonds  to  be  issued  under  the  provisions  of  Article 
One  hereof  in  exchange  for  or  replacement  of  bonds  issued  here- 
under and  then  outstanding),  the  Terminals  Company  besides 


26 


complying  with  the  other  requirements  of  this  Indenture,  shall 
cause  to  be  delivered  to  the  Trustee, 

(1)  A copy,  certified  as  in  this  Section  1 hereinafter  provided, 
of  the  Resolution  of  the  Board  of  Directors  of  the  Terminals 
Company  authorizing  the  proposed  issue  and  setting  forth  the 
purpose  and  amount  thereof,  and  specifying  as  provided  in  Section 
2 of  Article  One  hereof,  the  particular  provisions  of  the  bonds 
of  such  issue; 

(2)  A certificate  of  counsel  for  the  Terminals  Company  set- 
ting forth  the  opinion  of  such  counsel  that  except  as  therein  shall 
be  specified,  no  authorization  of  the  issue  of  such  bonds  at  the 
time  is  required  by  law  to  be  given  by  any  Commission  or  other 
governmental  body,  and  a copy,  authenticated  in  such  manner  as 
may  be  satisfactory  to  the  Trustee,  of  the  order  or  certificate 
authorizing  such  issue  of  bonds  made  or  given  by  the  govern- 
mental authority  specified  in  said  opinion  of  counsel ; 

(3)  An  opinion  of  counsel  for  the  Terminals  Company  that 
otherwise  it  is  authorized  by  law  to  issue  the  bonds  proposed  to 
be  issued. 

Whenever  in  this  Indenture  a resolution  of  the  Board  of 
Directors  of  the  Terminals  Company  is  required,  the  Terminals 
Company  shall  deliver  to  the  Trustee  a writing  setting  forth  a 
copy  of  such  resolution  having  appended  thereto  a certificate 
signed  by  the  Secretary  or  an  Assistant  Secretary  of  the  Ter- 
minals Company,  under  its  corporate  seal,  setting  forth  that  such 
resolution  was  duly  adopted. 

Every  order  or  demand  or  other  instrument  of  the  Terminals 
Company  required  to  be  delivered  to  the  Trustee  preliminary  to 
any  action  authorized  to  he  taken  by  it  upon  such  order,  shall  he 
in  writing  and  shall  be  signed  by  the  President  or  any  Vice- 
President  and  by  the  Secretary  or  an  Assistant  Secretary  or  the 
Treasurer  of  the  Terminals  Company. 


27 


Section  2.  At  any  time  or  times,  upon  delivery  to  the  Trustee 
of  a copy  of  a resolution  calling  for  redemption,  under  the  provi- 
sions of  Article  Nine  hereof,  any  particular  series  of  bonds  issued 
hereunder,  and  of  a resolution  requesting  the  Trustee  to  authenti- 
cate hereunder  and  to  deliver  to  the  Terminals  Company  bonds  for 
the  purpose,  the  Trustee  shall  authenticate  and  deliver  to  the  Ter- 
minals Company,  on  its  written  order,  bonds  issued  under  this 
Indenture  for  a face  amount  not  exceeding  the  face  amount  of  the 
bonds  called  for  redemption;  provided  that  cash  to  the  face  amount 
of  the  bonds  so  authenticated  and  delivered,  with  the  premium,  if 
any,  and  the  accrued  interest  to  the  date  of  redemption  on  the 
bonds  so  called  for  redemption,  shall  simultaneously  be  deposited 
with  the  Trustee  to  be  applied  by  the  Trustee  in  the  redemption  of 
the  bonds  so  called  for  redemption  as  provided  in  Article  Nine  of 
this  Indenture,  or  that  bonds  of  the  series  so  called  for  redemption, 
either  in  bearer  form  or  accompanied  by  proper  instruments  of 
assignment  and  transfer,  with  all  unmatured  coupons,  if  any, 
thereto  belonging,  to  the  face  amount  of  the  bonds  so  authenticated 
and  delivered  shall  simultaneously  be  delivered  to  the  Trustee  for 
cancellation,  or  part  cash  and  part  bonds  as  aforesaid  in  the 
amount  necessary  for  the  redemption  of  the  entire  series  of  bonds 
so  called  for  redemption  shall  simultaneously  be  deposited  with 
or  delivered  to  the  Trustee  as  aforesaid. 

Section  3.  Not  exceeding  Twelve  Million  Dollars  ($12,000,000) 
face  amount  of  the  bonds  authorized  to  be  authenticated  under  and 
secured  by  this  Indenture  forthwith  upon  the  execution  of  this  In- 
denture, or  thereafter  from  time  to  time,  may  be  executed  by  the 
Terminals  Company,  and  thereupon  without  further  action  on  the 
part  of  the  Terminals  Company  other  than  compliance  with  the  re- 
quirements of  Section  1 of  this  Article  Two  shall  be  authenticated 
by  the  Trustee  and  by  it  shall  be  delivered  to  the  Terminals  Com- 
pany upon  its  written  order.  Such  bonds  are  to  be  subject  to 
redemption  as  a whole  but  not  in  part,  with  a premium  of  five  per 
centum  of  the  face  value  thereof  and  accrued  interest,  at  the  op- 
tion of  the  Terminals  Company,  on  April  1,  1942,  or  any  interest 


23 


day  thereafter  prior  to  their  maturity,  upon  notice  as  provided 
in  Article  Nine  of  this  Indenture,  and  are  also  subject  to  redemp- 
tion on  October  1st,  1927,  or  any  interest  day  thereafter,  through 
operation  of  the  Sinking  Fund  provided  for  in  Article  Ten  of 
this  Indenture.  The  Terminals  Company  hereby  covenants  that 
such  bonds,  or  the  proceeds  thereof  to  the  amount  of  the  sale 
price  thereof,  shall  be  used  to  pay  and  discharge  indebtedness 
contracted  by  the  Terminals  Company  prior  to  the  date  of  this 
Indenture,  or  to  provide  for  expenditures  to  be  made  by  the  Ter- 
minals Company  subsequent  to  the  date  of  this  Indenture,  for 
the  purposes  specified  in  Part  “A”  of  Section  4 of  this  Article 
Two. 

The  Terminals  Company  shall  from  time  to  time  and 
prior  to  the  issuance  of  any  bonds  under  Section  4 of  this 
Article  Two,  furnish  to  the  Trustee  certificates  in  the  form  and 
by  the  officers  specified  in  Clause  (b)  of  sub-division  One  of  Part 
B of  Section  4 of  this  Article  Two,  showing  that  the  proceeds,  to 
the  amount  of  the  sale  price  thereof,  of  all  such  bonds  which 
have  theretofore  been  issued  under  this  Section  3 of  Article  Two, 
have  been  actually  used  or  actually  appropriated  for  the  purposes 
mentioned  in  this  Section  3 of  Article  Two,  (except  such  as  shall 
then  be  actually  on  hand  and  reserved  for  such  purposes,  or  for 
some  one  or  more  of  them,  as  to  which  the  certificates  shall  be 
made  when  the  moneys  so  reserved  are  actually  used),  and  as 
to  any  bonds  to  be  issued  under  this  Section  3 of  Article  Two, 
not  issued  at  the  time  of  the  issuance  of  any  bonds  under  Section 
4 of  this  Article  Two,  the  Terminals  Company  shall  from  time 
to  time  furnish  to  the  Trustee  the  certificates  aforesaid  upon  the 
application  of  the  proceeds  of  said  bonds  at  the  sale  price  thereof 
to  the  purposes  mentioned  in  this  Section  3. 

Section  4.  Bonds  secured  by  this  Indenture  may  also  be  exe- 
cuted by  the  Terminals  Company  and  thereupon  shall  be  authenti- 
cated and  delivered  by  the  Trustee  from  time  to  time  for  any  one 
or  more  of  the  purposes  specified  in  this  Section  4 of  Article  Two, 
but  only  as  herein  provided,  and  subject  to  the  restrictions  herein 
stated. 


29 


A.  The  purposes  for  which  bonds  may  be  authenticated  and 
delivered  under  this  Section  4 of  Article  Two,  and  for  which  such 
bonds  or  their  proceeds  shall  be  used  are  any  of  the  following: — 

(1)  The  construction  and  completion  of  the  main  passenger 
station  and  its  approaches  and  facilities,  and  of  express,  mail  and 
other  buildings  and  plants  necessary  for  the  operation  of  the  Pas- 
senger Terminal ; 

(2)  The  acquisition  and  construction  of  tracks  necessary  for 
the  operation  of  the  Passenger  Terminal  and  its  approaches  or 
to  make  the  necessary  connections  with  railroads  proposing  to 
use  the  Passenger  Terminal ; such  tracks  shall  be  upon  property 
held  by  the  Terminals  Company  either  in  fee,  under  perpetual 
leasehold  or  under  perpetual  easement  or  franchise,  and  subject, 
or  to  be  made  subject  to  the  lien  of  this  Indenture; 

(3)  The  acquisition  of  rolling  stock  and  equipment  including 
electric  locomotives  necessary  for  the  operation  of  the  Passenger 
Terminal  and  its  approaches  to  the  amount  of  eighty  per  centum 
of  the  cost  thereof ;. 

(4)  The  construction,  restoration  and  improvement  of  streets, 
sewers,  viaducts,  subways,  roadways,  sidewalks,  passageways  and 
other  municipal  and  public  utility  works  necessary  for  the  con- 
struction or  operation  of  the  Passenger  Terminal  and  its  ap- 
proaches or  required  by  the  ordinances  of  the  City  of  Cleveland 
relating  to  the  construction  of  the  Passenger  Terminal; 

(5)  The  acquisition  of  real  estate,  either  in  fee  or  under  per- 
petual leasehold,  easements  and  rights  and  interests  in  real  estate, 
required  for  or  in  connection  with  the  construction  of  the  Passen- 
ger Terminal  and  its  approaches  and  the  transaction  of  the  busi- 
ness of  the  Terminals  Company; 

(6)  The  construction  and  acquisition  of  additions,  extensions, 
betterments  and  improvements  to  and  upon  the  Passenger  Ter- 
minal and  its  approaches  and  the  facilities  of  the  Terminals 
Company ; such  additions,  extensions,  betterments  and  improve- 
ments shall  be  in  respect  of  property  held  by  the  Terminals  Com- 


HO 


pany  in  fee,  under  perpetual  leasehold  or  under  perpetual  ease- 
ment or  franchise,  and  subject,  or  to  be  made  subject,  to  the  lien 
of  this  Indenture; 

(7)  All  expenditures  and  all  organization,  administration, 
engineering,  legal  and  other  costs,  expenses  and  carrying  charges 
including  interest,  taxes  and  assessments  during  construction  paid 
or  incurred  by  the  Terminals  Company  in  its  organization,  and  in 
the  acquisition  and  holding  of  rights  and  property  in  connection 
with  the  Passenger  Terminal  and  its  approaches  and  in  connec- 
tion with  the  purposes  set  forth  in  the  foregoing  sub-divisions 
(1)  to  (6)  inclusive,  of  this  Section  4 of  Article  Two; 

(8)  The  construction  of  buildings  and  other  structures  above 
the  planes  required  for  the  terminal  tracks  and  structures  over 
the  portion  of  the  Passenger  Terminal  and  its  approaches  where- 
in the  overhead  rights  are  held  in  fee  or  under  perpetual  lease- 
hold by  the  Terminals  Company; 

(9)  To  pay  or  refund  any  indebtedness  of  the  Terminals  Com- 
pany contracted  for  any  of  the  purposes  for  which  bonds  are 
authorized  to  be  issued  under  this  Section  4 of  Article  Two; 

(10)  To  reimburse  the  Terminals  Company  for  expenditures 
made  for  any  of  the  purposes  for  which  bonds  may  be  issued  as 
provided  in  this  Section  4 of  Article  Two,  so  far  as  such  reimburse- 
ment shall  from  time  to  time  be  permitted  by  law: 

B.  Bonds  under  this  Section  4 of  Article  Two,  shall  be  authen- 
ticated and  delivered  by  the  Trustee  from  time  to  time  and  cash 
deposited  with  the  Trustee  under  the  provisions  of  Section  5 of 
this  Article  Two  shall  be  paid  out  by  the  Trustee  from  time  to 
time,  only  upon  and  subject  to  the  following  conditions  and  re- 
strictions : 

One : — Before  delivering  bonds  under  this  Section  4 of  Article 
Two,  there  shall  be  delivered  to  the  Trustee  a certified  copy  of  the 
resolution  and  other  writings  provided  for  in  Section  1 of  this 
Article  Two,  and  there  shall  also  be  delivered  to  the  Trustee  both 
in  the  case  of  the  delivery  of  bonds  under  this  Section  4 of  Article 


31 


Two,  and  in  the  case  of  the  payment  by  the  Trustee  of  cash  de- 
posited with  the  Trustee  under  the  provisions  of  Section  5 of  this 
Article  Two,  the  following  instruments: 

(a)  A copy  of  a resolution  of  the  Board  of  Directors  of  the 
Terminals  Company  certified  as  provided  in  Section  1 of  this 
Article  Two,  requesting  the  Trustee  to  authenticate  and  deliver 
a specified  amount  of  said  bonds,  at  the  sale  price  thereof,  or  to 
pay  out  a specified  amount  of  said  deposited  cash,  to  pay  indebted- 
ness contracted  by  the  Terminals  Company,  or  to  reimburse  the 
Terminals  Company,  for  expenditures  made  by  the  Terminals 
Company  for  one  or  more  of  the  purposes  for  which  bonds  may 
be  issued  under  this  Section  4 of  Article  Two. 

(b)  A certificate  signed  by  the  President  or  one  of  the  Vice- 
Presidents  or  the  Chief  Engineer,  and  also  by  the  Comptroller, 
Auditor  or  Treasurer  of  the  Terminals  Company,  setting  forth : 
(1)  a general  description  and  location  of  the  work  done  or  property 
acquired  for  which  said  expenditures  were  made,  and  for  which 
bonds  may  be  lawfully  issued  under  this  Section  4 of  Article  Two ; 
and  (2)  also  setting  forth  that  said  expenditures  were  not  in  excess 
of  the  fair  value  of  the  property  so  acquired  or  of  such  work ; and 
(3)  that  no  part  of  such  certified  expenditures  was  included  in  any 
previous  certificate  furnished  hereunder,  or  was  made  or  reim- 
bursed or  provided  for  out  of  any  bonds  or  moneys  received  by  the 
Terminals  Company  under  any  other  provision  of  this  indenture; 
and  (4)  that  no  part  of  said  certified  expenditures  was,  or  will  be, 
included  in  the  operating  or  maintenance  expenses  charged  or 
properly  chargeable  by  the  Terminals  Company;  and  (5)  in  case 
such  certificate  or  certificates  shall  show  the  acquisition  of  or  any 
contract  for  any  property,  then  such  certificate  or  certificates 
shall  also  state  whether  it  is  known  or  believed  that  such  property 
is,  or  that  upon  its  acquisition  will  be,  subject  to  any  lien  or 
charge,  except  undetermined  liens  or  charges  incidental  to  con- 
struction or  current  operation,  prior  to  the  lien  of  this  indenture, 
and  such  certificate  shall  specify  the  amount  of  any  such  prior 
lien  or  charge,  except  that  if  any  real  property  shall  be  acquired 


•32 


in  perpetual  leasehold,  such  fact  shall  be  stated  in  the  certificate, 
and  the  rent  reserved  under  such  perpetual  leasehold  shall  not 
be  deemed  a lien  or  charge  in  respect  of  which  bonds  are  required 
to  be  reserved  by  the  Terminals  Company  or  deposited  cash  is 
required  to  be  retained  by  the  Trustee  under  this  Clause  (b)  of 
sub-division  One. 

None  of  the  bonds  shall  be  authenticated  or  delivered,  and 
none  of  the  deposited  cash  shall  be  paid  out  for  or  in  respect  of  the 
construction  or  acquisition  of  property  subject  to  any  lien  or  charge 
certified  as  aforesaid,  (other  than  in  the  case  of  perpetual  lease- 
holds as  above  provided)  unless  or  until  the  Trustee  shall  have  re- 
served therefrom  an  amount  of  bonds  computed  at  the  sale  price 
thereof,  or  of  deposited  cash  authorized  to  be  issued  or  paid  out 
under  this  Indenture,  equal  to  the  aggregate  amount  of  such  certi- 
fied liens  or  charges.  Whenever  from  time  to  time  thereafter  any 
such  certified  liens  or  charges  in  respect  of  which  such  reservation 
shall  have  been  made,  or  any  part  thereof,  shall  have  been  paid  or 
satisfied,  or  shall  be  acquired  and  be  effectually  subjected  to  the  lien 
of  this  Indenture  (either  by  filing  with  the  Trustee  evidence  of  such 
payment  or  satisfaction,  or  by  depositing  with  the  Trustee  evi- 
dences of  indebtedness  representing  such  liens  and  charges,  or  by 
other  methods  satisfactory  to  the  Trustee),  then,  as  in  subdivision 
Two  of  this  Section  4 provided,  and  not  otherwise,  the  Trustee  shall 
authenticate  and  deliver  (or  shall  pay)  to  the  Terminals  Company 
or  upon  its  order,  a proportionate  amount  of  bonds  authorized  to 
be  issued,  computed  at  the  sale  price  thereof,  or  of  deposited 
cash  authorized  to  be  paid  out  hereunder  and  reserved  by  the 
Trustee  hereunder,  but  so  that  the  amount  of  such  bonds  computed 
at  the  sale  price  thereof,  or  of  deposited  cash  so  reserved  by  the 
Trustee  shall  at  all  times  equal  the  face  value  of  such  liens  and 
charges  remaining  unsatisfied  and  not  subjected  to  the  lien  of  this 
Indenture.  The  Terminals  Company  shall  from  time  to  time,  and 
whenever  the  same  may  be  reasonably  required  or  appropriate, 
furnish  to  the  Trustee  the  written  opinion  of  its  counsel  as  to  the 


3:-! 


payment  or  satisfaction  of  such  liens  and  charges  and  as  to  the 
acquisition  thereof  and  the  effectual  subjection  thereof  to  the  lien 
of  this  Indenture,  and  as  to  any  other  material  questions  that 
may  arise  in  respect  thereof. 

In  case  the  expenditure  so  certified  shall  have  been  for 
the  acquisition  of  property,  the  same  shall  ipso  facto  and  forth- 
with, and  without  further  conveyance,  become  and  be  subject  to 
the  lien  of  this  Indenture  as  fully  as  if  specifically  mortgaged 
hereby,  but,  if  ,the  Trustee  shall  so  require,  a supplemental  In- 
denture shall  be  duly  executed  by  the  Terminals  Company  to  the 
Trustee  specifically  subjecting  the  same  to  the  lien  of  this  In- 
denture. 

(c)  An  opinion  of  the  Counsel  of  the  Terminals  Company  (1) 
that  the  purposes  for  which  such  expenditures  were  made  are  pur- 
poses for  which  bonds  hereunder  may  lawfully  be  issued  by  the 
Terminals  Company,  (2)  that  the  Terminals  Company  has  good 
title  to  the  property  acquired  or  constructed,  or  in  the  case  of  a 
perpetual  leasehold  acquired  that  it  has  good  title  to  such  leasehold 
subject  only  to  the  payment  of  the  rent  reserved,  (3)  whether  a 
supplemental  Indenture  is  necessary  or  desirable  for  the  purpose 
of  subjecting  the  same  to  the  lien  of  this  Indenture,  and  (4)  that 
the  property  acquired  or  constructed  is  free  from  any  mortgage 
or  lien  prior  to  the  lien  of  this  Indenture,  except  undetermined 
liens  or  charges  incidental  to  construction  or  current  operation  and 
except  as  provided  in  Clause  (b)  of  this  sub-division  One,  and  that 
this  Indenture  constitutes  a first  lien  thereon  except  as  aforesaid. 

Two— The  same  officer  or  officers,  of  the  Terminals  Com- 
pany need  not  certify  to  all  the  facts  or  opinions  required  to  be 
certified  to  under  the  provisions  of  this  Section  4.  The  resolu- 
tions, certificates,  statements  and  opinions  required  by  this  Sec- 
tion 4,  to  be  delivered  to  the  Trustee,  as  a condition  of  the  authenti- 
cation of  bonds,  or  the  payment  of  deposited  cash  hereunder,  may 
be  received  by  the  Trustee  as  conclusive  evidence  of  any  fact  or 
matter  therein  set  forth  appertaining  to  its  right  or  duty  to 


34 


authenticate  or  deliver  bonds  or  pay  such  cash  pursuant  to  the 
provisions  of  this  Section  4,  and  shall  be  full  warrant,  authority 
and  protection  to  the  Trustee  acting  on  the  faith  thereof  for  the 
authentication  by  it  of  such  bonds  or  the  payment  of  such  cash, 
not  only  in  respect  of  the  facts,  but  also  in  respect  of  the  opinions 
therein  set  forth. 

Upon  the  delivery  to  the  Trustee  of  all  the  instruments  herein- 
before in  this  Section  4 required  to  be  delivered  for  the  purpose  of 
authorizing  the  authentication  and  delivery  of  bonds  under  this 
Section  4,  and  upon  the  delivery  to  the  Trustee  of  all  such  further 
assurances  and  conveyances,  if  any,  as  shall  be  required  by  it, 
and,  in  every  case  of  the  authentication  of  bonds,  upon  compliance 
with  Section  1 and  this  Section  4 of  this  Article  Two,  the  Trustee 
shall,  upon  the  written  order  of  the  Terminals  Company,  signed 
by  its  President  or  one  of  its  Vice-Presidents,  under  its  corporate 
seal,  and  attested  by  its  Secretary  or  one  of  its  Assistant  Secre- 
taries, authenticate  and  deliver  an  amount  of  bonds  issued  here- 
under, computed  at  the  sale  price  thereof,  or  pay  an  amount  of 
deposited  cash,  which  shall  equal  the  amount  (subject  to  the  limi- 
tation contained  in  subdivision  (3)  of  Part  A of  this  Section  4) 
so  certified  to  have  been  expended  by  the  Terminals  Company. 

Section  5.  The  Terminals  Company  shall  have  the  right  from 
time  to  time,  in  advance  of  making  expenditures  as  aforesaid,  to 
sell  any  of  the  bonds  to  be  issued  under  Section  4 of  this  Article 
Two,  and  upon  the  filing  with  the  Trustee  of  the  resolution  and 
writings  provided  for  in  Section  1 of  this  Article  Two,  and  upon 
deposit  with  the  Trustee  of  the  cash  proceeds  of  the  sale  of  such 
bonds  at  the  sale  price  specified  in  said  resolution,  and,  in  case 
said  bonds  be  sold  at  a discount  in  excess  of  ten  per  cent,  of  the 
face  value  thereof,  upon  deposit  with  the  Trustee  of  cash  to  the 
amount  of  the  difference  between  the  sale  price  and  ninety  per 
cent,  of  the  face  value  of  said  bonds,  the  Trustee  shall  authenti- 
cate and  deliver  said  bonds  upon  the  written  order  of  the  Ter- 
minals Company  signed  by  its  President  or  one  of  its  Vice-Presi- 
dents, under  its  corporate  seal  and  attested  by  its  Secretary  or 


35 


one  of  its  Assistant  Secretaries.  The  moneys  so  deposited  are 
herein  sometimes  called  deposited  cash  and  shall  he  held  by  the 
Trustee  under  and  subject  to  the  lien  of  and  as  part  of  the  secur- 
ity provided  by  this  Indenture  until  paid  out  from  time  to  time 
as  hereinbefore  in  Section  4 of  this  Article  Two  provided.  Interest 
on  deposited  cash  at  such  rate  as  shall  be  agreed  upon  with  the 
Terminals  Company  shall  he  allowed  by  the  Trustee,  and  all  such 
interest  may  be  paid  from  time  to  time  to  or  upon  the  order  of 
the  Terminals  Company. 

Section  6.  The  Terminals  Company  when  authorized  by  reso- 
lution of  its  Board  of  Directors,  and  the  Trustee  from  time  to 
time  and  at  any  time,  may  enter  into  an  indenture  or  indentures 
supplemental  hereto  and  which  thereafter  shall  form  a part  hereof 
for  any  one  or  more  of  the  following  purposes : 

(a)  To  convey,  transfer  and  assign  to  the  Trustee  and  to  sub- 
ject to  the  lien  of  this  Indenture  with  the  same  force  and  effect  as 
though  included  in  the  granting  clause  hereof  additional  property 
then  owned  by  the  Terminals  Company  acquired  by  it  by  purchase 
or  otherwise ; 

(b)  To  add  to  the  limitations  of  the  authorized  amount,  issue 
and  purposes  of  issue  of  bonds  specified  in  Articles  One  or  Two 
hereof,  other  limitations  to  be  thereafter  observed. 

(c)  To  establish  the  sinking  fund  applicable  to  each  series  of 
bonds  and  to  vary  the  provisions  contained  in  Article  Ten  of  this 
Indenture  in  respect  of  the  administration  of  such  sinking  fund; 

(d)  To  vary  the  provisions  contained  in  Article  Nine  of  this 
Indenture  in  respect  of  the  redemption  of  bonds  (such  variation 
shall  not,  however,  be  applicable  to  any  series  of  bonds  there- 
tofore issued) ; 

(e)  To  make  provision  in  regard  to  matters  or  questions 
arising  under  this  Indenture  as  may  be  necessary  or  desirable  and 
not  inconsistent  with  this  Indenture. 


36 


The  Trustee  is  hereby  authorized  to  join  with  the  Terminals 
Company  in  the  execution  of  any  such  supplemental  indenture  and 
to  make  the  further  agreements  and  stipulations  which  may  be 
therein  contained,  and  to  accept  the  conveyance,  transfer  and  as- 
signment of  any  property  thereunder. 

ARTICLE  THREE. 

Covenants  of  the  Terminals  Company. 

Section  1.  The  Terminals  Company  covenants  and  agrees  that 
it  will  duly  and  punctually  pay  or  cause  to  be  paid  to  every  holder 
of  every  bond  issued  hereunder,  and  authenticated  by  the  Trustee, 
the  principal  and  interest  accruing  thereon,  at  the  dates  and  places, 
and  in  the  manner,  mentioned  in  the  said  bond  or  in  the  coupons 
thereto  appertaining,  according  to  the  true  intent  and  meaning 
thereof. 

The  interest  on  coupon  bonds  shall  be  payable  only  upon 
presentation  and  surrender  of  the  respective  coupons  as  such  corn 
pons  respectively  mature,  and  when  and  as  paid,  all  coupons  shall 
forthwith  be  cancelled. 

The  interest  on  the  registered  bonds,  without  coupons,  shall 
be  payable  semi-annually  to  the  registered  holders  thereof.  As  a 
condition  precedent  to  the  payment  of  any  installment  of  inter- 
est on  a registered  bond,  or  of  any  coupon  for  interest  on  a coupon 
bond,  the  Terminals  Company  may  require  the  registered  holder 
of  such  registered  bonds,  or  the  bearer  of  such  coupon,  to  furnish 
such  evidence  as  will  enable  the  Terminals  Company  to  determine 
whether  it  is  required  by  law  to  deduct  or  retain  any  tax  or  taxes 
from  the  interest  so  payable. 

Section  2.  In  order  to  prevent  any  accumulation  after  maturity 
of  coupons  or  claims  for  interest  upon  registered  bonds,  the  Ter- 
minals Company  covenants  and  agrees  that  it  will  not,  directly  or 
indirectly,  extend  or  assent  to  the  extension  of  the  time  for  pay- 
ment of  any  coupon  or  claim  for  interest  upon  any  bonds  secured 
hereby,  and  that  it  will  not,  directly  or  indirectly,  be  a party  to 


37 


or  approve  any  such  arrangement  by  purchasing  or  funding  said 
coupons  or  claims  for  interest  on  registered  bonds  or  in  any  other 
manner.  In  case  the  time  for  payment  of  any  such  coupon  or  claim 
for  interest  shall  be  so  extended,  whether  or  not  such  extension 
be  by  or  with  the  consent  of  the  Terminals  Company,  such  coupon 
or  claim  for  interest  shall  not  be  entitled,  in  case  of  default  here- 
under, to  the  benefit  or  security  of  this  Indenture,  except  subject 
to  the  prior  payment  in  full  of  the  principal  of  all  bonds  secured 
hereby  then  outstanding,  and  of  all  coupons  and  claims  for  interest 
on  such  bonds,  the  payment  of  which  has  not  been  so  extended. 
No  coupon,  which  in  any  way,  at  or  after  maturity,  shall  have  been 
transferred  or  pledged,  separate  and  apart  from  the  bond  to  which 
it  relates,  shall,  unless  accompanied  by  such  bond,  be  entitled,  in 
case  of  a default  hereunder,  to  any  benefit  of  or  from  this  Inden 
ture  except  after  the  prior  payment  in  full  of  the  principal  of  all 
the  bonds  issued  hereunder,  and  of  all  coupons  and  claims  for 
interest  not  so  transferred  or  pledged. 

Section  3.  The  Terminals  Company  covenants  and  agrees 
that  it  will  from  time  to  time  duly  pay  and  discharge  all  taxes,  as- 
sessments and  governmental  charges  lawfully  imposed  upon  the 
property  hereby  mortgaged  and  pledged,  or  upon  any  part 
thereof,  or  upon  the  income  or  profits  thereof,  the  lien  of 
which  would  be  prior  or  superior  to  the  lien  of  this  Indenture,  so 
that  the  priority  of  this  Indenture  shall  be  fully  preserved  in 
respect  of  all  such  properties,  and  that  it  will  also  pay  and  dis- 
charge all  taxes,  assessments  and  governmental  charges  lawfully 
imposed  upon  the  interest  of  the  Trustee  in  the  mortgaged 
premises ; provided,  however,  that  the  Terminals  Company  shall 
not  be  required  to  pay  any  such  taxes,  assessments  or  govern- 
mental charges  so  long  as  it  shall,  in  good  faith  and  by  appropriate 
legal  proceedings,  contest  the  validity  thereof ; and  that  it  will  also 
duly  pay  all  rents  reserved  under  any  leases  of  property  held  by 
the  Terminals  Company  under  perpetual  leasehold,  and  will  other- 
wise duly  preserve  all  its  rights  in  and  under  such  leasehold. 


38 


Section  4.  The  Terminals  Company  covenants  and  agrees 
that  it  will,  at  all  times  until  the  payment  of  the  principal  of  the 
bonds  secured  by  this  Indenture,  keep  an  office  or  agency  in  the 
City  of  Cleveland  and  in  the  City  of  New  York  at  which  bonds 
and  coupons  may  be  presented  for  payment,  and  where  notices 
or  demands  in  respect  of  said  bonds  and  coupons  may  be  served, 
or  designate  by  written  notice  to  the  Trustee  and  by  advertise- 
ment a bank  or  trust  company  in  said  City  of  Cleveland  and  in 
said  City  of  New  York  for  such  purposes.  In  case  of  default  in 
maintaining  any  such  office  or  agency,  or  in  making  any  such 
designation,  presentation  and  demand  may  be  made  and  notices 
served  at  the  office  of  the  Trustee.  At  such  offices  or  agencies  the 
Terminals  Company  will  register,  transfer  and  exchange  any  of 
the  bonds  issued  under  this  Indenture  which  by  their  terms  may 
be  registered,  transferred  or  exchanged  thereat  respectively. 

Section  5.  The  Terminals  Company  covenants  and  agrees  that 
it  will,  with  all  reasonable  diligence  and  dispatch,  construct,  com- 
plete and  equip  its  Passenger  Terminal,  and  will  comply  with 
the  requirements  of  the  ordinances  of  the  City  of  Cleveland  in 
respect  thereto.  The  Terminals  Company  will,  at  all  times,  until 
the  payment  of  the  principal  of  the  bonds  issued  under  this  In- 
denture, diligently  preserve  all  the  rights  to  it  granted  and  upon 
it  conferred,  and  by  it  held,  now  or  hereafter,  by  contract  or  other- 
wise, and  will  comply  with  the  laws  of  the  State  of  Ohio  in  such 
manner  and  form  as  counsel  learned  in  the  law  shall  advise  and 
will  not  knowingly  do  or  suffer  any  matter  or  thing  whatsoever 
whereby  the  indebtedness  evidenced  by  the  bonds  or  the  security 
therefor  might  or  could  be  lost  or  impaired,  and  shall  and  will,  at 
all  times,  duly  maintain  and  efficiently  operate  or  cause  to  be  duly 
maintained  and  efficiently  operated  the  Passenger  Terminal, 
tracks  and  their  appurtenances  subject  to  the  lien  of  this  In- 
denture. 

Section  6.  The  Terminals  Company  covenants  and  agrees  at 
all  times  to  maintain,  preserve  and  keep  the  mortgaged  Passenger 


39 


Terminal  and  every  part  thereof,  with  the  equipment,  fixtures  and 
appurtenances,  and  every  part  and  parcel  thereof,  in  thorough 
repair,  working  order  and  condition,  and  that  it  will  from  time 
to  time  make  all  needful  and  proper  repairs,  renewals,  replace- 
ments, additions,  betterments  and  improvements,  so  that  the  traf- 
fic and  business  thereof  and  of  every  part  thereof  shall  at  all  times 
be  conducted  with  safety  and  expedition. 

Section  7.  The  Terminals  Company  shall  and  will  at  all  times 
adequately  insure  and  keep  insured  the  buildings  covered  by  this 
Indenture.  Such  insurance  shall  be  in  companies  satisfactory  to 
the  Trustee,  and  all  the  policies  shall  be  so  drawn  as  to  make  any 
losses  thereunder  payable  to  the  Terminals  Company  and  the 
Trustee  as  their  respective  interests  may  appear,  and  upon  the 
written  request  of  the  Trustee  all  the  policies  shall  be  deposited 
with  the  Trustee.  If  at  any  time  requested  in  writing  by  the 
Trustee,  the  Terminals  Company  will  furnish  the  Trustee  with  a 
detailed  statement  of  the  insurance  policies  then  outstanding  and 
in  force  as  aforesaid,  and  the  names  of  the  companies  which  have 
issued  such  policies  and  the  amounts  thereof.  In  case  of  loss  of  or 
damage  to  property  owned  by  the  Terminals  Company,  the  in- 
surance money  received  on  any  policy  of  insurance  by  the  Ter- 
minals Company  shall  be  paid  to  the  Trustee  and  may  be  applied 
towards  the  repair,  restoration,  substitution  or  replacement  of  the 
property  destroyed  or  damaged,  and  in  such  case,  upon  the  re- 
quest of  the  Terminals  Company  accompanied  by  certificates 
signed  and  verified  by  the  President  or  one  of  the  Vice  Presidents, 
and  by  the  Chief  Engineer  of  the  Terminals  Company,  and  also 
by  appropriate  vouchers  satisfactory  to  the  Trustee,  showing  that 
expenditures  have  been  made  for  the  repair,  restoration,  substitu- 
tion or  replacement  of  the  property  destroyed  or  damaged,  not  in 
excess  of  the  fair  value  and  actual  cost  of  such  repair,  restoration, 
substitution  or  replacement,  the  Trustee  shall  pay  over  to  the  Ter- 
minals Company,  out  of  such  insurance  moneys  then  in  its  hands, 
the  amount  of  the  expenditures  then  shown  to  have  been  made. 
If  the  Terminals  Company  shall  not,  within  one  year  from  the  time 


40 


of  payment  by  the  insurers,  advise  the  Trustee  in  writing  of  its 
intention  to  have  the  insurance  moneys  applied  towards  the  re- 
pair, restoration,  substitution  or  replacement  of  the  property 
destroyed  or  damaged  as  aforesaid,  then  the  same  shall  be  held 
and  applied  by  the  Trustee  in  the  same  manner  and  under  the 
same  conditions  and  restrictions  as  are  provided  with  respect 
to  deposited  cash  in  Section  4 of  Article  Two  hereof. 

In  case  of  any  loss  covered  by  insurance  policies,  any  ap- 
praisement or  adjustment  of  such  loss  and  any  settlement  and 
payment  of  indemnity  therefor  which  may  be  agreed  upon  between 
the  Terminals  Company  and  any  insurance  company,  may  be 
consented  to  and  accepted  by  the  Trustee,  and  the  Trustee  shall  in 
no  way  be  liable  or  responsible  for  the  adjustment  of  any  such  loss 
or  for  the  collection  of  any  insurance. 

Section  8.  The  Terminals  Company  covenants  and  agrees  that 
this  Indenture  is,  and  will  always  be  kept,  a first  lien  upon  all  the 
premises  and  property  hereinabove  described  and  granted,  and 
upon  all  additions,  renewals,  betterments  and  improvements  there- 
to, except  as  herein  otherwise  provided;  that  it  will  not  create,  or 
suffer  to  be  created,  any  lien  or  charge  on  a parity  with  or  having 
priority  to,  or  preference  over  the  lien  of  this  Indenture  upon  the 
mortgaged  premises  and  property  or  any  part  thereof,  except  in 
the  case  of  property  released,  as  provided  in  Section  1 of  Article 
Six  hereof,  and  that  it  will,  within  three  months  after  the  same 
shall  have  accrued,  pay,  or  cause  to  be  paid  or  discharged,  or 
will  make  adequate  provision  for  the  satisfaction  or  discharge  of, 
every  lawful  claim  or  demand  for  labor,  materials,  supplies  or 
other  objects  which,  if  not  paid,  might  by  law  be  given  precedence 
to  this  Indenture  as  a lien  or  charge  upon  the  mortgaged  premises 
or  any  part  thereof ; provided,  that  it  shall  not  be  required  to  pay 
any  such  claims  or  demands  so  long  as  it  shall  in  good  faith,  and 
by  appropriate  legal  proceedings,  contest  the  validity  thereof. 

Section  9.  The  Terminals  Company  shall  and  will,  from  time 
to  time,  and  at  any  time  hereafter,  upon  the  demand  of  the  Trustee, 
make,  do,  seal,  execute,  acknowledge  and  deliver,  or  cause  to  be 


41 


made,  done,  sealed,  executed,  acknowledged  and  delivered,  all  and 
every  such  further  or  other  acts,  matters,  things,  deeds,  con- 
veyances and  assurances  in  the  law,  for  ,the  better  assuring,  con- 
veying and  confirming  unto  the  Trustee,  and  its  successors,  all 
and  singular  the  Passenger  Terminal,  and  all  its  main  railroad 
tracks,  side  tracks,  switch  tracks,  power  houses,  electrical  ma- 
chinery, equipment,  signals  and  devices  of  every  kind  and  character, 
all  its  real  and  personal  estates  and  property,  all  the  buildings, 
improvements,  machinery  and  fixtures  in  and  upon  such  real 
estate,  and  all  rights  of  way,  streets,  alleys,  easements  and  cor- 
porate rights  and  contracts,  hereditaments  and  appurtenances 
thereunto  belonging  and  premises  of  every  kind  and  description 
hereby  conveyed,  or  intended  so  to  be,  or  which  are  by  these 
presents  covenanted  and  agreed  to  be  hereafter  conveyed  to  the 
Trustee,  as  by  the  Trustee,  or  by  its  counsel  learned  in  the  law, 
shall  be  reasonably  desired  or  required  for  better  effectuating  or 
carrying  out  the  provisions,  objects  and  purposes  of  this  In- 
denture, and  securing  the  payment  of  principal  and  interest  of  the 
bonds  to  be  issued  as  aforesaid. 

Section  10.  The  Terminals  Company  will  not  issue,  nego- 
tiate, sell  or  dispose  of  the  bonds  in  any  manner  other  than  in  ac- 
cordance with  the  provisions  of  this  Indenture  and  the  agreements 
in  that  behalf  herein  contained  and  with  the  requirements  of  law, 
and  in  issuing,  selling,  negotiating  or  otherwise  disposing  of  such 
bonds,  from  time  to  time,  it  will  well  and  truly  apply,  or  cause 
to  be  applied,  the  same,  or  the  proceeds  thereof,  to  and,  for  the 
purposes  herein  prescribed,  and  to  or  for  no  other  or  different 
purposes. 


ARTICLE  FOUR. 

Possession  Until  Default. 

Section  1.  Until  an  event  of  default  shall  have  happened,  the 
Terminals  Company  shall  have  the  right  to  retain  the  free  and  un- 
controlled use,  enjoyment,  possession  and  management  of  the 
aforesaid  Passenger  Terminal,  estates  and  property,  real  and  per- 


42 


sonal,  and  corporate  rights,  and  the  earnings,  incomes,  issues  and 
profits  thereof,  hereby  granted  or  intended  so  to  be.  And  it  is 
understood  and  agreed  that  the  Terminals  Company  in  exercising 
the  rights  to  the  uncontrolled  use,  enjoyment,  possession  and  man- 
agement of  the  aforesaid  Passenger  Terminal,  estates  and  proper- 
ty, real  and  personal,  and  the  earnings,  incomes,  issues  and  profits 
thereof,  may  renew,  make  replacements  of,  substitutions  for,  and 
repair  all  and  every  part  of  the  said  Passenger  Terminal,  estates 
and  property,  and  apply  and  appropriate  the  earnings,  incomes, 
issues  and  profits  thereof  to  the  payment  of  the  current  expenses 
of  maintaining  and  operating  its  said  Passenger  Terminal,  and  to 
the  purchase  of  necessary  materials,  machinery  and  equipment 
therefor,  and  to  any  and  all  other  uses  and  purposes  of  the  Ter- 
minals Company,  including  the  distribution  of  dividends  to  its 
stockholders. 

Section  2.  In  respect  of  any  shares  of  stock  of  other  corpora- 
tions or  mortgage  bonds,  that  may  at  any  time  be  transferred  to 
the  Trustee  subject  to  the  trusts  established  by  this  indenture: 

(a)  The  Terminals  Company  shall  do,  and  the  Trustee  shall 
permit  to  be  done  whatever  may  be  necessary  for  the  purpose  of 
maintaining  or  preserving  the  corporate  existence  of  each  and 
every  corporation,  the  stock  of  which  shall  be  transferred  to  the 
Trustee  as  aforesaid,  and  for  such  purpose  the  Trustee  may,  from 
time  to  time,  permit  and  authorize  the  sale  and  transfer  of  such 
number  of  shares  of  stock  of  any  such  corporation  as  may  be  nec- 
essary to  qualify  persons  who  may  be  chosen  members  of  the 
Board  of  Directors  of  such  corporation; 

(b)  Until  an  event  of  default  shall  have  happened,  the 
Terminals  Company  shall  be  entitled  to  receive  the  inter- 
est paid  in  respect  of  any  such  mortgage  bonds  and  the 
dividends  paid  in  respect  of  any  such  stocks,  and  the  Trustee  from 
time  to  time  upon  request  of  the  Terminals  Company  shall  deliver 
to  the  Terminals  Company  any  coupons  for  such  interest  then  in 
the  possession  of  the  Trustee,  and  suitable  orders  in  favor  of  the 


43 


Terminals  Company  or  its  nominee,  for  the  payment  of  such  in- 
terest and  dividends,  and  the  Terminals  Company  may  collect 
such  coupons,  interest  and  dividends,  and  the  Trustee  shall  pay 
over  to  the  Terminals  Company  any  such  interest  or  dividends 
which  may  have  been  collected  or  received  by  it;  provided,  how- 
ever, that  any  and  all  stock  dividends  that  may  be  declared  on  any 
of  the  shares  of  said  stock  shall  be  endorsed  and  delivered  to  the 
Trustee  to  be  held  by  the  Trustee  under  the  trusts  established  by 
this  Indenture  ; and  provided  further,  that  any  payments  made  on 
account  of  the  principal  of  any  of  said  mortgage  bonds,  and  any 
cash  dividends  declared  on  any  shares  of  said  stock  becoming 
payable  upon  or  in  the  course  of  the  dissolution,  liquidation  or 
winding  up  of  any  such  corporation,  or  that  in  any  way  shall  be 
chargeable  to  or  payable  out  of  capital,  shall  be  paid  to  the  Trustee 
and  shall  be  held  by  the  Trustee  as  deposited  cash,  and  paid  out 
by  the  Trustee  as  provided  in  Section  4 of  Article  Two  of  this  in- 
denture. 

(c)  Until  an  event  of  default  shall  have  happened,  the 
Terminals  Company  shall  also  have  the  right  to  vote  upon, 
or  to  give  any  consent  in  respect  of,  all  shares  of  said  stock 
for  all  purposes  not  inconsistent  with  the  provisions  or  purposes 
of  this  Indenture,  and  with  the  same  force  and  effect  as  though 
such  shares  were  not  subject  to  this  Indenture;  and  from  time  to 
time,  upon  request  of  the  Terminals  Company,  the  Trustee  forth- 
with shall  execute  and  deliver,  or  shall  cause  to  be  executed  and 
delivered  to  the  Terminals  Company,  or  to  its  nominee,  suitable 
powers  of  attorney  or  proxies  to  vote  upon,  or  to  give  any  consent 
in  respect  of,  any  such  shares  of  stock,  which  powers  of  attorney 
or  proxies  shall,  however,  by  proper  limitation  therein,  be  restrict- 
ed to  purposes  not  inconsistent  with  the  provisions  or  purposes  of 
this  Indenture;  the  execution  of  a mortgage  for  its  proper  cor- 
porate purposes  by  any  such  corporation  shall  not,  however,  be 
deemed  inconsistent  with  the  provisions  or  purposes  of  this  In- 
denture ; 


44 


(d)  In  case  default  shall  be  made  in  the  payment  of  the  prin- 
cipal or  interest  of  any  of  the  mortgage  bonds  transferred  to  the 
Trustee  as  aforesaid,  or  of  any  other  mortgage  bonds  then  secured 
by  the  same  mortgage  or  deed  of  trust  as  such  mortgage  bonds, 
then  and  in  any  such  case,  if  the  Trustee  shall  hold  more  than 
eighty-five  (85)  per  cent  in  amount  of  the  entire  issue  of  such 
bonds  in  default,  it  shall  upon  written  request  of  the  Terminals 
Company,  and  in  other  cases  upon  such  written  request  it  may  in 
its  discretion,  cause  proper  proceedings  to  be  instituted  and  pro- 
secuted in  some  court  of  competent  jurisdiction  to  foreclose  or  to 
enforce  the  mortgage  or  trust  or  charge  by  which  such  mortgage 
bonds  in  default  are  secured ; provided,  however,  that  the  Trustee 
shall  not  be  required  to  take  any  such  action  without  being  first 
indemnified  to  its  satisfaction  against  any  expense  or  liability.  In 
case  an  event  of  default  shall  have  happened  and  shall  be  continu- 
ing, the  Trustee  in  its  discretion  may  institute  such  proceedings 
without  such  written  request. 

In  case  (1)  any  corporation,  all  or  part  of  whose  capital  stock 
shall  be  subject  to  this  Indenture,  shall  be  dissolved  or  be  liqui- 
dated, or  in  case  (2)  all  or  any  of  the  property  of  any  such  corpora- 
tion shall  be  sold  upon  the  insolvency  of  such  corporation  at  any 
judicial  or  other  sale,  or,  in  case  (3)  any  property  covered  by  a 
mortgage  securing  any  of  the  pledged  bonds,  shall  be  sold  upon 
foreclosure  of  such  mortgage  or  by  enforcement  of  the  trust  there- 
in established,  then  in  any  such  event,  if  the  property  of  such  dis- 
solved or  liquidated  company,  or  the  property  sold,  can  be  ac- 
quired by  crediting  on  the  bonds  or  stock,  held  by  the  Trustee 
hereunder,  any  sums  accruing  or  to  be  received  thereon  out  of  the 
proceeds  of  such  property,  and  by  paying  not  more  than  fifteen 
(15)  per  cent,  of  the  price  of  such  property  in  cash  (or  more  than 
fifteen  (15)  per  cent,  if  the  Terminals  Company  or  the  holders  of 
a majority  in  amount  of  the  bonds  hereby  secured  shall  so  re- 
quest), the  Trustee  in  its  discretion  may,  but  if  requested  in  writ- 
ing by  the  Terminals  Company  or  by  the  holders  of  a majority  in 
amount  of  the  bonds  hereby  secured  and  provided  with  the  amount 


45 


of  cash  necessary  therefor  (whether  such  amount  he  more  or  less 
than  fifteen  (15)  per  cent,  of  the  price  of  such  property) , the 
Trustee  in  such  case  shall,  purchase  or  cause  to  be  purchased,  or 
permit  the  Terminals  Company  to  purchase  such  property,  either 
in  the  name  or  on  behalf  of  the  Trustee  or  of  the  Terminals  Com- 
pany or  by  purchasing  trustees,  and  use  or  permit  the  Terminals 
Company  to  use  such  bonds  or  stock,  so  far  as  may  be,  to  make 
payment  for  such  property ; and  in  case  of  any  such  purchase  the 
Trustee  shall  take  such  steps  as  it  may  deem  proper  to  cause  such 
property  to  be  vested  either  in  the  Terminals  Company  subject 
to  this  Indenture,  or  in  some  other  corporation  organized  or  to 
be  organized  with  power  to  acquire  and  manage  such  property, 
provided  that  all  the  bonds  and  other  indebtedness  (except  such, 
if  any,  as  the  property  was  acquired  subject  to),  and  all  capital 
stock  thereof  (excepting  the  number  of  shares  required  to  qualify 
directors),  shall  be  received  by  the  Trustee,  and  shall  be  held  for 
the  benefit  of  the  Terminals  Company  or  its  assigns,  subject  to 
this  Indenture. 

With  the  written  consent  of  the  Terminals  Company,  the 
Trustee  at  any  time  may  vote  upon  any  shares  of  stock  that  shall 
be  held  by  it  hereunder,  and  may  take  such  other  action  in  further- 
ance of  the  provisions  of  this  sub-division  (d)  of  Section  2 of 
Article  Four,  as  in  its  discretion  it  shall  deem  advisable  to  protect 
its  interests  and  the  interests  of  the  bond-holders  hereunder  in 
respect  of  any  mortgage  bonds  or  stocks  subject  to  the  lien  of  this 
Indenture,  and  with  such  consent  of  the  Terminals  Company,  the 
Trustee  may  join  in  any  plan  of  reorganization  or  readjustment 
in  respect  of  any  such  mortgage  bonds  or  stocks,  and  may  accept 
new  securities  issued  in  exchange  therefor  under  such  plan.  In 
case  an  event  of  default  shall  have  happened  and  shall  be  continu- 
ing, the  Trustee  shall  be  entitled  to  take  such  steps  without  the 
consent  of  the  Terminals  Company. 

The  Terminals  Company  covenants  that,  on  demand  of  the 
Trustee,  the  Terminals  Company  forthwith  will  pay,  or  will  satis- 
factorily provide  for,  all  expenditures  incurred  by  the  Trustee 


46 


under  any  of  the  provisions  of  this  sub-division  (d)  of  Section  2 
of  Article  Four,  including  all  sums  required  to  obtain  and  perfect 
the  ownership  and  title  to  any  property  which  the  Trustee  shall 
purchase  or  shall  cause  to  be  purchased  pursuant  to  the  provisions 
hereof,  and  in  case  the  Terminals  Company  shall  fail  so  to  do, 
then,  without  impairment  of,  or  prejudice  to,  any  of  its  rights 
hereunder  by  reason  of  the  default  of  the  Terminals  Company,  the 
Trustee  in  its  discretion  may  advance  moneys  to  meet  all  such 
expenses  and  any  other  moneys  required,  or  may  procure  such  ad- 
vances to  be  made  by  others,  and  for  such  advances  made  by  the 
Trustee,  or  by  others  at  its  request,  with  interest  thereon,  the 
Trustee  shall  have  a lien  prior  to  the  lien  of  these  presents  upon 
the  mortgaged  premises  and  pledged  property. 

In  case  the  Trustee  shall  not  purchase  or  cause  to  be  pur- 
chased the  property  sold  at  any  such  sale,  and  shall  not  join  in  a 
plan  of  reorganization  as  aforesaid  in  respect  of  such  mortgage 
bonds  or  stocks,  then  the  Trustee  shall  receive  any  portion  of  the 
proceeds  of  the  sale  accruing  or  receivable  in  respect  of  said  mort- 
gage bonds  or  stocks,  and  such  proceeds,  from  time  to  time,  shall 
be  paid  to  the  Trustee,  and  shall  be  held  by  it  as  deposited  cash 
and  paid  out  by  it  as  provided  in  Section  4 of  Article  Two  of  this 
Indenture. 

(e)  Any  corporation,  all  or  the  greater  part  of  whose  capital 
stock  shall  be  subject  to  this  Indenture,  may  be  merged  into  or 
consolidated  with,  or  all  or  any  of  its  property  may  be  sold  or 
conveyed  to,  any  other  corporation,  all  or  the  greater  part  of 
whose  capital  stock  shall  be  subject  to  this  Indenture;  provided, 
however,  that  in  case  of  any  such  merger  or  consolidation  or  pur- 
chase, there  shall  continue  to  be  or  shall  be  made  subject  to  the  lien 
of  this  Indenture  at  least  the  same  percentage  (not  less  than 
the  majority)  of  the  capital  stock  of  the  merging  or  consolidated 
or  purchasing  corporation  as  was  held  by  the  Trustee  subject  to 
this  Indenture  of  the  corporation  so  merged,  consolidated  or 
whose  property  was  purchased  as  aforesaid,  which  shall  be  held 
by  the  Trustee  hereunder  pursuant  to  the  provisions  hereof. 


47 


Any  corporation,  all  or  a part  of  whose  capital  stock  shall 
be  subject  to  this  Indenture,  may  be  consolidated  with  any  other 
corporation  upon  such  terms  as  may  be  approved  by  the  Trustee, 
provided  that  there  shall  be  subjected  to  the  lien  of  this  Indenture 
a majority  of  the  capital  stock  of  the  consolidated  corporation,  if 
previous  to  such  consolidation  a majority  of  the  capital  stock  of 
one  of  the  consolidating  corporations  was  subject  thereto. 

Any  corporation,  all  or  part  of  whose  capital  stock  shall  be 
subject  to  this  Indenture,  may  merge  into  itself,  or  take  a con- 
veyance of  the  property  and  franchises  belonging  to,  any  other  cor- 
poration, if  in  so  doing  the  amount  of  the  capital  stock  of  such 
merging  or  purchasing  corporation  not  subject  to  this  Indenture 
is  not  increased. 

ARTICLE  FIVE. 

In  Case  of  Default. 

Section  1.  If  the  Terminals  Company  (1)  shall  at  any  time 
hereafter  make  default  or  refuse,  neglect  or  omit,  for  a period 
of  six  months,  to  pay  any  installment  of  interest  on  the  bonds  se- 
cured by  this  Indenture  or  any  of  them,  as  the  same  shall  become 
due  and  payable  as  aforesaid;  or  (2)  shall  make  default  or  refuse, 
neglect  or  omit,  to  pay  the  principal  sum  or  sums  of  the  said  bonds 
or  any  of  them,  when  they  become  due  and  payable  as  aforesaid ; or 
(3)  shall  at  any  time  hereafter  make  default  or  refuse,  neglect 
or  omit,  for  a period  of  six  months,  to  pay  any  installment  of 
any  sinking  fund  provided  in  respect  of  any  series  of  bonds 
as  the  same  shall  became  payable;  or  (4)  if  the  Terminals 
Company  shall  fail  to  keep  any  of  the  other  covenants  here- 
in or  in  any  of  the  bonds  contained,  and  shall  persist  in 
such  failure  for  six  months  after  written  demand  for  com- 
pliance by  the  Trustee,  or  by  the  holders  of  ten  per  cent,  or  more 
in  amount  of  the  bonds  then  outstanding;  then  and  in  any  such 
case  (herein  sometimes  called  “events  of  default”),  the  Trustee 
may,  during  the  continuance  of  such  default,  enter  upon  and  take 
possession  of  the  said  Passenger  Terminal,  estates  and  property, 


48 


real  and  personal,  and  the  premises  hereby  mortgaged  or  agreed 
or  intended  so  to  be,  and  by  itself  or  by  such  agents  as  it  may 
appoint,  operate,  use,  manage,  and  control  the  same  to  the  best 
advantage,  and  take,  collect  and  receive  the  tolls,  rents,  fares, 
revenues,  income  and  profit  thereof.  Upon  every  such  entry 
the  Trustee  may  from  time  to  time,  at  the  expense  of  the 
trust  estate,  either  by  purchase,  repair  or  construction,  main- 
tain and  restore  and  insure  or  keep  insured,  the  property, 
buildings  and  structures  erected  or  provided  for  use  in  con- 
nection with  said  Passenger  Terminal  and  other  property,  and 
of  which  it  shall  become  possessed  as  aforesaid;  and  like- 
wise may  from  time  to  time,  at  the  expense  of  the  trust  estate, 
make  all  necessary  or  proper  repairs,  renewals,  replacements, 
alterations,  additions,  betterments  and  improvements  thereto  and 
thereupon  as  to  it  may  seem  judicious.  The  Trustee,  in  case  of 
such  entry,  shall  have  the  right  to  manage  the  mortgaged  prem- 
ises and  to  carry  on  the  business  and  to  exercise  all  the  rights 
and  powers  of  the  Terminals  Company,  either  in  the  name  of 
the  Terminals  Company  or  otherwise,  as  the  Trustee  shall  deem 
best.  After  deducting  the  expenses  of  operating  said  Passenger 
Terminal  and  other  property,  and  of  conducting  the  business 
thereof,  and  of  all  repairs,  maintenance,  renewals,  replacements, 
alterations,  additions,  betterments  and  improvements,  and  all 
payments  which  may  be  made  for  taxes,  assessments,  insurance 
and  prior  or  other  proper  charges  upon  the  said  Passenger  Termi- 
nal and  property  or  any  part  thereof,  as  well  as  just  and  reason- 
able compensation  for  its  own  services  and  for  the  services  of  all 
counsel,  agents  and  employes  by  it  properly  engaged  and  em- 
ployed, the  Trustee  shall  and  will  apply  the  moneys  arising  as 
aforesaid  as  follows: — 

(a)  In  case  the  principal  of  the  bonds  hereby  secured  shall 
not  have  become  due,  to  the  payment  of  the  interest  in  default 
in  the  order  of  the  maturity  of  the  installments  of  such  interest, 
with  interest  thereon  at  the  same  rates  of  interest  as  were  borne 
by  the  bonds  on  which  such  interest  , shall  be  in  default,  such 

* l 


49 


payments  to  be  made  ratably  to  the  persons  entitled  thereto 
without  any  discrimination  or  preference. 

(b)  In  case  the  principal  of  the  bonds  hereby  secured  shall 
have  become  due,  by  declaration  or  otherwise,  first,  to  the  pay- 
ment of  the  accrued  interest  in  the  order  of  the  maturity  of  the 
installments,  with  interest  on  the  overdue  installments  of  interest 
at  the  same  rates  of  interest  as  were  borne  by  the  bonds  on  which 
such  interest  shall  be  in  default,  and  next,  if  any  surplus  remain, 
toward  the  payment  of  the  principal  of  all  bonds  hereby  secured; 
such  payments  in  every  instance  to  be  made  ratably  to  the  per- 
sons entitled  thereto,  without  any  discrimination  or  preference. 

These  provisions,  however,  are  not  intended  in  anywise  to 
modify  the  provisions  of  Section  2 of  Article  Three  hereof. 

Upon  compliance  with  all  provisions  of  this  Indenture  as 
to  which  the  Terminals  Company  shall  be  in  default,  and  upon 
the  payment  in  full  of  whatever  may  be  due  for  principal  and 
interest  or  payable  for  other  purposes,  the  Passenger  Terminal 
and  property  shall  be  returned  to  the  Terminals  Company,  its 
successors  or  assigns. 

Section  2.  In  case  an  event  of  default  shall  happen,  then  and 
in  any  such  case  the  Trustee  may,  and  upon  the  written  request 
of  the  holders  of  a majority  in  amount  of  the  bonds  hereby  se- 
cured then  outstanding  shall,  by  notice  in  writing  delivered  to 
the  Terminals  Company,  declare  the  principal  of  all  bonds  se- 
cured hereby  then  outstanding  to  be  due  and  payable  immediately, 
and,  upon  any  such  declaration,  the  same  shall  become  and  be 
immediately  due  and  payable,  anything  in  this  Indenture  or  in 
said  bonds  contained  to  the  contrary  notwithstanding.  This  pro- 
vision is,  however,  subject  to  the  condition  that,  if  the  declaration 
shall  have  been  made  on  account  of  the  non-payment  of  any  install- 
ment of  interest,  and,  if  at  any  time  after  the  principal  of  said 
bonds  shall  have  been  so  declared  due  and  payable,  all  arrears  of 
interest  upon  such  bonds,  with  interest  on  the  overdue  installments 
of  interest  at  the  same  rates  of  interest  as  were  borne  by  the  bonds 


50 


on  which  such  interest  shall  be  in  default,  and  the  ex- 
penses of  the  Trustee,  and  all  other  sums  which  shall  have 
become  due  and  payable  by  the  Terminals  Company  here- 
under, other  than  the  principal  of  such  bonds,  shall  be  paid 
by  the  Terminals  Company,  or  be  collected  out  of  the  mortgag- 
ed premises,  before  any  sale  of  the  mortgaged  premises  shall  have 
been  made,  or,  if  the  principal  of  said  bonds  shall  have  been  de- 
clared due  and  payable  because  of  one  or  more  of  the  other  events 
of  default  in  Section  1 of  this  Article  Five  specified  and  thereafter 
all  such  defaults  shall  have  been  cured  before  any  sale  of  the  mort- 
gaged premises  shall  have  been  made,  then  and  in  every  such  case 
the  holders  of  a majority  in  amount  of  the  bonds  hereby  secured 
then  outstanding,  by  written  notice  to  the  Terminals  Company  and 
to  the  Trustee,  may  waive  such  default  and  its  consequences,  and 
obtain  from  the  Trustee  a rescission  of  such  declaration  of  the 
maturity  of  the  principal;  but  no  such  waiver  shall  extend  to  or 
affect  any  subsequent  default,  or  impair  any  right  consequent 
thereon. 

Section  3.  In  case  an  event  of  default  shall  happen,  the 
Trustee  may,  during  the  continuance  of  the  default  with  or  with- 
out entering,  in  its  discretion: 

(1)  Proceed  to  sell  the  Passenger  Terminal,  estates  and 
property,  real  and  personal,  corporate  rights  and  premises  here- 
by conveyed  and  agreed  or  intended  so  to  be,  to  the  highest 
and  best  bidder  at  public  sale  in  the  City  of  Cleveland,  in  the 
State  of  Ohio,  at  such  place  and  at  such  time  and  upon  such 
terms  as  the  Trustee  may  fix,  and  briefly  specify  in  the  notice  of 
sale  to  be  given  as  herein  provided,  or  as  may  be  required  by  law 
or; 

(2)  Proceed  to  protect  and  enforce  its  rights  and  the  rights 
of  bondholders  under  this  Indenture  by  a suit  or  suits  in  equity 
or  at  law,  whether  for  the  specific  performance  of  any  covenant  or 
agreement  contained  herein,  or  in  aid  of  execution  of  any  power 
herein  granted,  or  for  the  foreclosure  of  this  Indenture  for  inter- 


51 


est  or  for  principal,  or  both,  or  for  the  enforcement  of  any  other 
appropriate  legal  or  equitable  remedy,  as  the  Trustee  shall  deem 
most  effectual  in  support  of  any  of  its  rights  or  duties  hereunder. 

Upon  filing  a bill  in  equity  or  upon  commencement  of  other 
judicial  proceedings  by  the  Trustee  to  enforce  any  right  under 
this  Indenture,  the  Trustee  shall  be  entitled  to  exercise  the  right 
of  entry  herein  conferred  and  also  any  and  all  rights  and  powers 
herein  conferred  and  provided  to  be  exercised  by  the  Trustee 
upon  the  occurrence  and  continuance  of  default  as  hereinbe- 
fore provided;  and,  as  matter  of  right,  the  Trustee  shall  be  en- 
titled to  the  appointment  of  a receiver  of  the  premises  hereby 
mortgaged  and  pledged,  and  of  the  tolls,  earnings,  revenues,  rents, 
issues,  profits  and  other  income  thereof,  with  such  powers  as 
the  court  making  such  appointment  shall  confer. 

In  case  the  Terminals  Company  shall  make  default  in  any 
of  the  respects  mentioned  in  this  Article  Five,  and,  at  any  time 
during  the  continuance  of  such  default,  there  shall  be  any  exist- 
ing judgment  against  the  Terminals  Company  unsatisfied  and 
unsecured  by  bond  on  appeal,  or  in  case,  in  any  judicial  pro- 
ceeding by  any  party  other  than  the  Trustee,  a receiver  shall  be 
appointed  of  the  Terminals  Company  or  of  any  of  its  property, 
or  a judgment  or  order  entered  for  the  sequestration  of  its  prop- 
erty, then  the  Trustee  shall  be  entitled  forthwith,  without  wait- 
ing any  prescribed  default  period,  to  exercise  the  right  of  entry 
herein  conferred,  and  also  any  and  all  other  rights  and  powers 
herein  conferred  and  provided  to  be  exercised  by  the  Trustee 
upon  the  occurrence  and  continuance  of  default  as  hereinbefore 
provided;  and,  as  matter  of  right,  the  Trustee  shall  thereupon 
be  entitled  to  !the  appointment  of  a receiver  of  the  premises  here- 
by mortgaged  and  pledged  and  of  the  earnings,  income,  rents, 
issues  or  profits  thereof,  with  such  powers  as  the  court  making 
such  appointment  shall  confer. 

Upon  the  written  request  of  the  holders  of  twenty-five  per 
cent,  in  amount  of  the  bonds  then  outstanding,  in  case  one  or  more 
of  the  events  of  default  shall  happen,  it  shall  be  the  duty  of  the 


52 


Trustee,  upon  being  indemnified  as  hereinafter  provided,  to  take 
all  steps  needful  for  the  protection  and  enforcement  of  the  rights 
of  the  Trustee  and  the  rights  of  the  holders  of  the  bonds,  and 
to  exercise  the  power  of  entry  or  of  sale  herein  conferred,  or 
both,  or  to  take  appropriate  judicial  proceedings  by  action,  suit 
or  otherwise  as  the  Trustee,  being  advised  by  counsel  learned 
in  the  law,  shall  deem  most  expedient  in  the  interest  of  the  hold- 
ers of  the  bonds. 

Anything  in  this  Indenture  contained  to  the  contrary  not- 
withstanding, the  holders  of  seventy-five  per  cent,  in  amount  of 
the  bonds  hereby  secured  then  outstanding  shall  have  the  right 
from  time  to  .time,  if  they  so  elect  and  manifest  such  election  by 
an  instrument  in  writing  executed  and  delivered  to  the  Trustee, 
to  direct  and  control  the  method  and  place  of  conducting  any 
and  all  proceedings  for  any  sale  of  the  premises  hereby  mort- 
gaged and  pledged,  or  for  the  foreclosure  of  this  Indenture,  or 
for  the  appointment  of  a receiver. 

No  remedy  herein  conferred  upon  or  reserved  to  the  Trustee 
or  to  the  holders  of  bonds  hereby  secured  is  intended  to  be  ex- 
clusive of  any  other  remedy,  but  every  remedy  herein  provided 
shall  be  cumulative,  and  shall  be  in  addition  to  every  other  remedy 
given  hereunder  or  now  or  hereafter  exisiting  at  law  or  in  equity, 
or  by  statute,  and  every  power  and  remedy  given  by  this  Inden- 
ture to  the, Trustee  or  to  the  bondholders  may  be  exercised  from 
time  to  time  and  as  often  as  may  be  deemed  expedient.  No  delay 
or  omission  of  the  Trustee  or  of  any  holder  of  bonds  hereby 
secured  to  exercise  any  right  or  power  arising  from  any  default 
shall  impair  any  such  right  or  power,  or  shall  be  construed  to 
be  a waiver  of  any  such  default  or  any  acquiescence  therein.  In 
case  the  Trustee  shall  have  proceeded  to  enforce  any  right  under 
this  Indenture  by  foreclosure,  entry  or  otherwise,  and  such  pro- 
ceedings shall  have  been  discontinued  or  abandoned  because  of 
waiver  or  for  any  other  reason,  or  shall  have  been  determined 
adversely  to  the  Trustee,  then,  and  in  every  such  case,  the  Termi- 
nals Company  and  the  Trustee  shall  severally  and  respectively 


be  restored  to  their  former  positions  and  rights  hereunder  in 
respect  to  the  mortgaged  premises,  and  all  rights,  remedies  and 
powers  of  the  Trustee  shall  continue  as  though  no  such  proceed- 
ings had  been  taken. 

Section  4.  In  the  event  of  any  sale  under  or  by  virtue  of 
the  power  of  sale  herein  contained  or  by  virtue  of  judicial  pro- 
ceedings or  of  any  judgment  or  decree  of  foreclosure  and  sale, 
the  whole  of  the  Passenger  Terminal,  premises  and  property  here- 
by mortgaged  shall  be  sold  in  one  parcel  and  as  an  entirety,  in- 
cluding all  the  rights,  titles,  estates,  tracks,  equipment,  and  ap- 
purtenances, unless  such  sale  as  an  entirety  be  impracticable  by 
reason  of  some  statute  or  other  cause,  or  unless  the  holders  of 
a majority  in  amount  of  the  bonds  hereby  secured  then  outstand- 
ing shall  in  writing  request  the  Trustee  to  cause  said  premises 
and  property  to  be  sold  in  parcels,  in  which  case  the  sale  shall  be 
made  in  such  parcels  as  may  be  specified  in  such  request ; and  this 
provision  shall  bind  the  parties  hereto  and  each  and  every  of  the 
holders  of  the  bonds  and  coupons  hereby  secured  or  intended  so 
to  be.  Notice  of  any  such  sale,  either  of  all  or  part  of  the  property, 
shall  state  the  time  when  and  the  place  where  the  same  is  to  be 
made  and  shall  contain  a brief  general  description  of  the  property 
to  be  sold,  and  shall  be  published  once  in  each  week  for  four  suc- 
cessive weeks  prior  to  such  sale  in  one  daily  newspaper  of  general 
circulation  published  in  the  Borough  of  Manhattan  in  the  City  of 
New  York,  N.  Y.,  and  in  one  daily  newspaper  of  general  circula- 
tion published  in  the  City  of  Cleveland,  Ohio,  and  such  notice 
shall  also  comply  with  any  requirement  of  statute  or  rule  or 
order  of  court.  The  Trustee  may  adjourn  any  such  sale  or 
cause  the  same  to  be  adjourned  from  time  to  time  by  announce- 
ment at  the  /time  and  place  appointed  for  such  sale  or  for  such 
adjourned  sale  or  sales;  and  without  further  notice  or  publica- 
tion, such  sale  may  be  made  at  the  time  and  place  to  which  the 
same  shall  be  so  adjourned.  In  case  of  such  sale  of  the  mortgaged 
premises  and  property,  the  whole  of  the  principal  sum  of  the 


54 


bonds  hereby  secured,  if  not  previously  due,  shall  become  im- 
mediately due  and  payable,  anything  in  said  bonds  or  in  this  In- 
denture contained  to  the  contrary  notwithstanding. 

Section  5.  In  case  of  any  sale  of  the  mortgaged  premises  and 
property,  whether  under  the  power  of  sale  hereby  granted  or 
pursuant  to  judicial  proceedings,  the  purchase  money,  proceeds  or 
avails,  together  with  any  other  sums  which  may  then  be  held  by 
the  Trustee  or  be  payable  to  it  under  any  of  the  provisions  of  this 
Indenture  as  part  of  the  trust  estate,  shall,  subject  to  the  provisions 
of  Section  2 of  Article  Three  hereof,  be  applied  as  follows : 

First.  To  the  payment  of  the  costs  and  expenses  of  such  sale, 
including  reasonable  compensation  to  the  Trustee,  its  agents,  at- 
torneys and  counsel  and  of  all  expenses,  liabilities  and  advances 
incurred  or  made  hereunder  by  the  Trustee,  and  to  the  payment 
of  all  taxes,  assessments  or  liens  prior  to  the  lien  of  these  presents 
except  any  taxes,  assessments  or  other  superior  liens  subject  to 
which  such  sale  may  have  been  made. 

Second.  To  the  payment  of  the  whole  amount  then  owing  or 
unpaid  upon  the  bonds  hereby  secured  for  principal  and  interest, 
together  with  interest  on  overdue  installments  of  principal  and  in- 
terest at  the  same  rates  as  were  borne  by  the  bonds  respectively; 
and  in  case  such  proceeds  shall  be  insufficient  to  pay  the  whole 
amount  so  due  and  unpaid  upon  the  said  bonds,  then  to  the  payment 
of  such  principal  and  interest,  without  preference  or  priority  of 
principal  over  interest  or  of  interest  over  principal,  or  of  any  in- 
stallment of  interest  over  any  other  installment  of  interest,  ratably, 
to  the  aggregate  of  such  principal  and  accrued  and  unpaid  interest. 
Such  payments  shall  be  made  on  the  date  fixed  therefor  by  the 
Trustee  upon  presentation  of  the  several  bonds  and  coupons  and 
stamping  thereon  the  amount  paid  if  such  bonds  and  coupons  be 
only  partly  paid,  and  upon  surrender  thereof  if  fully  paid. 

Third.  To  the  payment  of  the  surplus,  if  any,  to  the  Ter- 
minals Company,  its  successors  or  assigns,  or  'to  whomsoever  may 
be  lawfully  entitled  to  receive  the  same. 


55 


Section  6.  In  case  of  any  sale  of  the  mortgaged  premises  and 
property  or  any  part  thereof,  the  purchaser,  for  the  purpose  of 
making  settlement  or  payment  for  the  property  purchased,  shall 
be  entitled  to  turn  in,  or  apply  towards  the  payment  of  the  pur- 
chase price,  and  to  be  credited  with,  any  bonds  secured  hereby 
and  any  matured  and  unpaid  interest  or  coupons  (subject,  how- 
ever, to  the  provisions  of  Section  2 of  Article  Three)  to  the  ex- 
tent of  the  distributive  share  of  such  bonds,  interest  and  coupons 
upon  a distribution  among  the  bondholders  of  the  net  proceeds  of 
such  sale  after  making  the  deductions  allowable  under  the  terms 
hereof  for  the  costs  and  expenses  of  the  sale  and  otherwise.  But 
such  bonds,  interest  and  coupons  so  applied  in  payment  by  the  pur- 
chaser shall  be  deemed  to  be  paid  only  to  the  extent  so  applied. 
At  any  such  sale,  the  Trustee  or  any  bondholder  or  any  other  person 
may  bid  for  and  purchase  such  property  and  may  make  payment 
therefor  as  aforesaid,  and,  upon  compliance  with  the  terms  of 
sale,  may  hold,  retain  and  dispose  of  such  property  without 
further  accountability.  The  receipt  of  the  Trustee  or  of  the  court 
officer  conducting  such  sale  shall  be  a sufficient  discharge  for 
the  purchase  money  to  any  purchaser  of  the  property,  or  any 
part  thereof,  sold  as  aforesaid,  and  no  such  purchaser  or  his 
representatives,  grantees  or  assigns,  after  paying  such  purchase 
money  and  receiving  such  receipt,  shall  be  bound  to  see  to  the 
application  of  such  purchase  money  upon  or  for  any  trust  or 
purpose  of  this  Indenture,  or  be  answerable  in  any  manner 
whatsoever  for  any  loss,  misapplication  or  non-application  of 
any  such  purchase  money  or  any  part  thereof. 

Section  7.  Upon  the  completion  of  any  sale  or  sales,  the 
Trustee  shall  execute  and  deliver  to  the  accepted  purchaser  or 
purchasers  a good  and  sufficient  deed  or  deeds  of  conveyance, 
sale,  and  transfer  of  the  property  sold,  or  shall  execute  and  de- 
liver, in  conjunction  with  the  deed  or  deeds  of  the  court  officer 
conducting  such  sale,  a proper  release  of  such  property.  The 
Trustee  and  its  successor  or  successors  are  hereby  appointed  the 
true  and  lawful  attorney  or  attorneys  irrevocable  of  the  Ter- 


56 


minals  Company,  in  its  name  and  stead  to  make  all  necessary 
deeds  of  conveyance,  sale  and  transfer  of  such  property,  and  for 
that  purpose  may  execute  all  necessary  acts  of  conveyance,  as- 
signment and  transfer  and  may  substitute  one  or  more  persons 
or  corporations  with  like  power,  the  Terminals  Company  hereby 
ratifying  and  confirming  all  that  its  said  attorney  or  attorneys, 
or  such  substitute  or  substitutes,  shall  lawfully  do  by  virtue 
hereof.  Nevertheless,  the  Terminals  Company  shall,  if  so  re- 
quested by  the  Trustee,  ratify  and  confirm  such  sale  by  executing 
and  delivering  to  the  Trustee  or  to  such  purchaser  or  purchasers 
all  proper  deeds,  conveyances  and  releases,  as  may  be  designated 
in  such  request.  Any  such  sale  or  sales  made  under  or  by  virtue 
of  this  Indenture,  either  under  the  power  of  sale  hereby  granted 
and  conferred  or  under  or  by  virtue  of  judicial  proceedings,  shall 
divest  all  right,  title,  interest,  estate,  claim  and  demand  whatso- 
ever, either  at  law  or  in  equity,  of  the  Terminals  Company  of,  in 
and  to  the  premises  and  property  sold,  and  shall  be  a perpetual  bar 
both  at  law  and  in  equity  against  the  Terminals  Company,  its 
successors  and  assigns,  and  against  any  and  all  persons  claiming 
or  to  claim  the  premises  sold  or  any  part  thereof  from,  through 
or  under  the  Terminals  Company,  its  successors  or  assigns. 

Section  8.  The  Terminals  Company  covenants  and  agrees 
that  in  case  (1)  default  shall  be  made  in  the  payment  of  any 
interest  on  any  bonds  hereby  secured  and  such  default  shall  con- 
tinue for  a period  of  six  months;  or  in  case  (2)  default  shall  be 
made  in  the  payment  of  the  principal  of  any  such  bonds  when  the 
same  shall  become  payable,  whether  at  the  maturity  of  said 
bonds,  or  by  declaration  as  authorized  by  this  Indenture,  or  upon 
a sale  of  the  mortgaged  premises  and  property  as  hereinbefore 
provided;  then,  upon  demand  of  the  Trustee,  it  will  pay  to  the 
Trustee  for  the  benefit  of  'the  holders  of  the  bonds  and  coupons 
hereby  secured  then  outstanding,  the  whole  amount  due  and  pay- 
able on  all  such  bonds  and  coupons  for  principal  or  interest  or 
both,  as  the  case  may  be,  with  interest  upon  the  overdue  principal 


57 


and  installments  of  interest  at  the  same  rate  provided  in  the  respec- 
tive bonds,  whereof  the  principal  or  installment  of  interest  shall  be 
over-due,  and,  in  case  the  Terminals  Company  shall  fail  to  pay  the 
same  forthwith  upon  such  demand,  the  Trustee,  in  its  own  name 
and  as  trustee  of  an  express  trust,  shall  be  entitled  to  recover 
judgment  for  'the  whole  amount  so  due  and  unpaid.  The  Trustee 
shall  be  entitled  to  recover  judgment  as  aforesaid  either  before  or 
after  or  during  the  pendency  of  any  proceedings  for  the  enforce- 
ment of  the  lien  of  this  Indenture  upon  the  mortgaged  premises 
and  property,  and  its  right  to  recover  such  judgment  shall  not  be 
affected  by  any  entry  or  sale  hereunder,  or  by  the  exercise  of 
any  other  right,  power  or  remedy  for  the  enforcement  of  the  pro- 
visions of  this  Indenture,  or  the  foreclosure  of  the  lien  hereof, 
and,  in  case  of  a sale  of  the  mortgaged  premises  and  property 
and  of  the  application  of  the  proceeds  of  sale  to  the  payment  of 
the  mortgage  debt,  the  Trustee,  in  its  own  name  and  as  trustee 
of  an  express  trust,  shall  be  entitled  to  receive  and  to  enforce 
payment  of  any  and  all  deficiency  or  amounts  then  remaining 
due  and  unpaid  upon  any  or  all  of  the  bonds  hereby  secured  and 
then  outstanding,  for  the  benefit  of  the  holders  thereof,  and  shall 
be  entitled  to  recover  judgment  for  any  portion  of  the  mortgage 
debt  remaining  unpaid,  with  interest.  No  recovery  of  any  judg- 
ment by  the  Trustee  and  no  levy  of  any  execution  under  any  such 
judgment  upon  property  subject  to  the  lien  of  this  Indenture, 
or  upon  any  other  property,  shall,  in  any  manner  or  to  any  extent, 
affect  or  impair  the  lien  of  the  Trustee  upon  the  mortgaged  prem- 
ises and  property  or  any  part  thereof,  or  any  lien,  rights,  powers 
or  remedies  of  the  Trustee  hereunder,  or  any  rights,  powers  or 
remedies  of  the  holders  of  the  bonds  hereby  secured,  but  such 
lien,  rights,  powers  and  remedies  shall  continue  unaffected  and 
unimpaired  as  before.  Any  moneys  thus  collected  by  the  Trustee 
under  this  Section  8 shall  be  applied  by  the  Trustee,  first,  to  the 
payment  at  the  option  of  the  Trustee,  of  the  costs  and  expenses 
of  the  proceedings  resulting  in  the  collection  of  such  moneys  and 
of  the  expenses  paid  or  incurred  by  the  Trustee  in  theretofore 


58 


managing  and  maintaining  the  property  hereby  conveyed;  and, 
second,  toward  payment  of  the  amounts  then  due  and  unpaid 
upon  such  bonds  and  coupons  respectively,  without  any  preference 
or  priority  of  any  kind  (except  as  provided  in  Section  2 of  Article 
Three)  but  ratably  according  to  the  amounts  due  and  payable  upon 
such  bonds  and  coupons  respectively,  at  the  date  fixed  by  the 
Trustee  for  the  distribution  of  such  moneys,  upon  presentation 
of  the  several  bonds  and  coupons  and  stamping  such  payment 
thereon  if  partly  paid,  and  upon  surrender  thereof  if  fully  paid. 

Section  9.  The  Terminals  Company  further  covenants  and 
agrees  that  it  will  not  at  any  time  insist  upon  or  plead  or  in 
any  manner  whatever  claim  or  take  the  benefit  or  advantage  of 
any  stay  or  extension  law  now  or  at  any  time  hereafter  in  force 
in  any  locality  where  the  mortgaged  premises,  or  any  part  there- 
of, may  or  shall  be  situate,  nor  will  it  claim,  take,  or  insist  upon 
any  benefit  or  advantage  from  any  law  now  or  hereafter  in  force 
providing  for  the  valuation  or  appraisement  of  the  mortgaged 
premises  or  any  part  thereof,  prior  to  any  sale  or  sales  thereof 
to  be  made  pursuant  to  any  provision  herein  contained  or  to  the 
decree  of  any  court  of  competent  jurisdiction,  nor  will  it,  after 
any  such  sale  or  sales,  claim  or  exercise  any  right  under  any 
statute  to  redeem  the  property  so  sold  or  any  part  'thereof  or  ob- 
struct or  impede  the  accepted  purchaser  from  taking  possession 
of  the  same,  and  it  hereby  expressly  waives  all  benefit  or  ad- 
vantage of  any  such  law  or  laws,  and  covenants  that  it  will  not 
hinder,  delay  or  impede  'the  execution  of  any  power  herein  granted 
and  delegated  to  the  Trustee,  but  will  suffer  and  permit  the  exe- 
cution of  every  such  power  as  though  no  such  law  or  laws  had 
been  made  or  enacted. 

Section  10.  Anything  in  this  Indenture  to  the  contrary  not- 
withstanding, in  case  several  series  of  bonds  be  outstanding  under 
this  Indenture  and  default  shall  be  made  in  the  payment  of  the 
principal  or  interest  of  such  bonds  of  any  one  or  more  of  such 
series  and  not  in  respect  of  the  bonds  of  one  or  more  others,  then 


59 


whatever  action  in  this  Article  Five  of  this  Indenture  it  is  pro- 
vided may  or  shall  be  taken  upon  such  default  (continuing  as 
in  this  Indenture  provided)  by  or  upon  the  request  of  the  hold- 
ers of  a specific  percentage  of  bonds  outstanding,  may  be  or 
shall  be  taken,  in  respect  of  such  bonds  of  the  series  in  respect 
of  which  such  default  shall  have  been  made,  by  or  upon  the  re- 
quest of  the  holders  of  a majority  in  amount  of  the  outstanding 
bonds  of  such  series  upon  which  such  default  shall  have  occurred. 

ARTICLE  SIX. 

Release  or  Mortgaged  Property. 

Section  1.  From  time  to  time  upon  the  written  request  of 
the  Terminals  Company  evidenced  by  a resolution  of  its  Board 
of  Directors,  and  upon  the  certificate  of  its  President  or  a Vice- 
President  and  its  Chief  Engineer  or  Treasurer,  which  certificate 
shall  conform  to  the  provisions  hereinafter  in  this  section  set 
forth,  the  Trustee,  upon  receiving  a certified  copy  of  such  resolu- 
tion and  the  original  of  such  certificate,  shall  release  from  the 
lien  of  this  Indenture  any  part  of  the  lands  of  the  Terminals 
Company  above  the  elevation  of  the  planes  required  for  the  opera- 
tion of  the  terminal  tracks  and  structures  as  specified  in  such 
resolution  and  certificate,  together  with  appropriate  easement 
for  the  support  of  any  building  or  buildings  or  structure  or  struc- 
tures to  be  constructed  above  the  elevation  of  said  planes  upon 
columns,  foundations  and  supports  constructed  or  to  be  constructed 
below  said  planes.  Such  certificate  shall  set  forth  (a)  a description 
of  the  property,  a release  of  which  is  requested,  and  of  the  ease- 
ment for  the  support  of  the  building  or  buildings,  structure  or 
structures  to  be  constructed,  specifying  the  elevation  of  the  planes 
below  which  the  spaces  (except  at  the  location  of  the  building 
columns,  supports  and  foundations)  are  excepted  and  reserved 
for  the  operation  of  the  terminal  tracks  and  structures,  and  that 
the  release  of  the  property  and  of  the  easement  for  support,  a 
release  of  which  is  requested,  will  not  impair  or  interfere  with 
the  operations  of  the  terminal  tracks  and  structures  of  the  Ter- 


60 


minals  Company;  (b)  that  it  is  proposed  to  improve  the  prop- 
erty, release  of  which  is  requested,  by  the  construction  of  a build- 
ing or  buildings  thereon,  and  to  lease  the  property  released  and 
the  building  or  buildings  to  be  constructed  thereon,  or  portions 
thereof,  to  others;  (c)  that  in  connection  with  the  improvement 
of  said  property  by  the  Terminals  Company,  or  the  proposed 
tenant  or  tenants,  it  is  proposed  to  borrow  all  or  a portion  of  the 
moneys  required  for  the  improvement  of  the  property  released, 
secured  by  a mortgage  upon  the  property  released,  which  mort- 
gage will  be  superior  in  lien  as  to  the  property  released  to  the  lien 
of  this  Indenture;  (d)  that  the  rental  to  be  received  by  the  Termi- 
nals Company  for  the  property  released  is  at  least  equal  to  the 
fair  rental  value  of  the  property,  and  that  the  mortgage  to  be 
placed  upon  the  property  released  will  be  amortized  out  of  the 
rentals  within  a period  to  be  stated  not  in  excess  of  twenty-five 
years,  and  in  no  event  later  than  April  1,  1997 ; and  (e)  that  upon 
the  completion  of  the  building  and  the  execution  of  the  proposed 
lease  or  leases,  the  Terminals  Company  will  execute  a supplemental 
instrument  placing  under  the  lien  of  this  Indenture  all  its  rights  in 
and  to  the  property  released  and  in  and  to  the  buildings  constructed 
thereon,  subject  only  to  any  mortgage  that  may  have  been  placed 
thereon  in  connection  with  the  improvement  of  said  property  as 
aforesaid,  and  to  any  lease  or  leases  made  by  the  Terminals  Com- 
pany in  respect  of  such  property.  In  the  case  of  a release  or  re- 
leases under  this  Section  1,  the  Terminals  Company  shall  upon  the 
completion  of  the  building  or  buildings,  and  the  execution  of  the 
mortgage  or  mortgages,  lease  or  leases  as  aforesaid,  execute  a 
supplemental  instrument  in  respect  of  the  property  released  as 
mentioned  in  sub-division  (e)  above  in  this  Section  1. 

Section  2.  In  addition  to  and  without  limitation  upon  the  right 
to  releases  referred  to  in  Section  1 of  this  Article  Six,  from  time 
to  time  upon  the  written  request  of  the  Terminals  Company  evi- 
denced by  a resolution  of  its  Board  of  Directors,  and  upon  the 
certificate  of  its  President  or  a Vice-President  and  its  Chief 
Engineer  or  Treasurer,  which  certificate  shall  conform  to  the  pro- 


visions  hereinafter  in  this  section  set  forth,  the  Trustee,  upon  re- 
ceiving a certified  copy  of  such  resolution  and  the  original  of  such 
certificate  shall  release  from  the  lien  of  this  Indenture  any  part  of 
the  lands  of  the  Terminals  Company  above  the  elevation  of  the 
planes  required  for  the  operation  of  the  terminal  tracks  and 
structures  as  specified  in  such  resolution  and  certificate,  together 
with  appropriate  easement  for  the  support  of  any  building  or 
buildings,  structure  or  structures  to  be  constructed  above  the  ele- 
vation of  said  planes,  upon  columns,  foundations  and  supports 
constructed,  or  to  be  constructed,  below  said  planes.  Such  certifi- 
cate shall  set  forth  (a)  a description  of  the  property  a release  of 
which  is  requested,  and  of  the  easement  for  the  support  of  the  build- 
ing or  buildings,  structure  or  structures  to  be  constructed,  specify- 
ing the  elevation  of  the  planes  below  which  the  spaces  (except  at  the 
location  of  the  building  columns,  supports  and  foundations)  are  ex- 
cepted and  reserved  for  the  operation  of  the  terminal  tracks  and 
structures,  and  that  the  release  of  the  property  and  the  easement 
for  support,  a release  of  which  is  requested,  will  not  impair  or 
interfere  with  the  operations  of  the  terminal  tracks  and  structures 
of  the  Terminal  Company;  (b)  that  it  is  proposed  to  form  a cor- 
poration for  the  purpose  of  improving  and  financing  the  improve- 
ment of  the  property  so  to  be  released  by  the  construction  of  a 
building  or  buildings  thereon  and  leasing  the  property  as  so  im- 
proved, or  portions  thereof,  to  others;  (c)  that  the  stock  of  the 
corporation  so  to  be  formed  will  be  transferred  to  the  Trustee  to  be 
held  by  the  Trustee  as  additional  security  under  this  Indenture 
upon  the  trusts  established  by  this  Indenture.  In  the  case  of  a re- 
lease or  releases  under  this  Section  2,  the  Terminals  Company 
shall  transfer,  or  cause  to  be  transferred,  to  the  Trustee  the  stock 
of  the  corporation  so  to  be  formed  as  aforesaid,  such  stock  to  be 
held  by  the  Trustee  subject  to  the  trusts  herein  established. 

Section  3.  In  addition  to  and  without  limitation  upon 
the  right  to  releases  referred  to  in  Section  1 and  Sec- 
tion 2 of  this  Article  Six,  upon  the  written  request  of 


62 


the  Terminals  Company,  its  successors  or  assigns,  by  resolu- 
tion of  its  Board  of  Directors,  the  Trustee  shall,  from  time 
to  time,  while  the  Terminals  Company  is  in  possession  of  the 
mortgaged  premises,  release  from  the  lien  and  operation  of  this 
Indenture  any  part  of  the  mortgaged  premises  then  subject  there- 
to, provided  that  the  main  Passenger  Terminal  shall  not  be  re- 
leased, and  that  no  part  of  the  mortgaged  premises  shall  be  re- 
leased unless  such  part  shall  no  longer  be  of  use  in  the  operation 
of  said  Passenger  Terminal,  and  that  no  part  of  the  lines  of  track 
or  rights  of  way  shall  be  so  released  if  thereby  the  continuity 
or  use  of  the  railroad  tracks  in  said  Passenger  Terminal  shall  be 
broken  or  impaired;  and  provided  further  that  no  part  of  the 
mortgaged  premises  shall  be  released  hereunder,  unless  at  the 
time  of  such  release  it  shall  be  no  longer  necessary  or  expedient 
to  retain  the  same  for  the  operation,  maintenance  or  use  of  said 
Passenger  Terminal.  Except  as  hereinafter  provided,  and  ex- 
cept as  provided  in  Section  1 and  Section  2 of  this  Article  Six,  no 
such  release  shall  be  made  unless  the  Terminals  Company  shall 
have  sold  the  property  so  to  be  released,  or  shall  have  contracted 
to  sell  or  exchange  the  same  for  other  property,  and  the  proceeds 
of  any  or  all  of  such  sales  and  releases  under  this  Section  3,  and  all 
moneys  received  as  compensation  for  any  property  subject  to 
this  Indenture,  taken  by  the  exercise  of  the  power  of  eminent 
domain,  shall  be  paid  to  the  Trustee,  and  shall  be  held  by  it  as 
deposited  cash  and  paid  out  by  it  as  provided  in  Section  4 of 
Article  Two  hereof,  and  any  property  received  in  exchange  shall 
be  subjected  to  this  Indenture  as  a first  lien  thereon. 

Whenever  in  the  opinion  of  the  Terminals  Company  it  shall 
be  expedient  for  the  better  operation  by  it  of  the  mortgaged 
premises,  or  for  the  compliance  by  it  with  the  requirements  im- 
posed upon  it  by  any  governmental  authority,  to  vacate  any 
streets,  alleys,  common  or  public  grounds,  highways,  plats,  or 
parts  of  plats,  the  Trustee  upon  the  written  request  of  the  Ter- 
minals Company  shall  be  authorized  to  unite  in  instruments  of 
vacation  or  in  any  consents  thereto ; provided,  such  vacation  shall 


63 


not,  in  the  opinion  of  the  Trustee,  be  prejudicial  to  the  holders  of 
the  bonds  issued  hereunder  in  respect  of  the  security  afforded 
or  to  be  afforded  by  this  Indenture.  The  Trustee  shall  also  be 
authorized  to  take  any  action  which  may  be  necessary  in  order  to 
enable  the  Terminals  Company  to  carry  out  the  terms  of  the  ordi- 
nances heretofore  passed  by  the  City  of  Cleveland  relating  to  the 
construction  and  operation  of  the  property  of  the  Terminals  Com- 
pany, or  any  amendments  thereto  which  may  hereafter  be  passed 
and  accepted  by  the  Terminals  Company,  and  shall  also  be  author- 
ized to  consent  to  any  amendments  or  modifications  of  any  such 
ordinances.  Any  of  the  property  acquired  by  the  Terminals  Com- 
pany under  this  Section  3 to  take  the  place  of  any  prop- 
erty released  hereunder  shall,  without  further  conveyance,  be- 
come and  be  subject  to  the  lien  of  this  Indenture,  as  fully  as  if 
specifically  mortgaged  by  this  Indenture,  but  if  requested  by  the 
Trustee,  'the  Terminals  Company  shall  execute  or  shall  cause  to 
be  executed,  any  conveyances  or  instruments  of  further  assurance 
that  may  be  necessary  for  the  purpose  of  effectually  subjecting 
to  the  lien  and  operation  of  this  Indenture  any  new  property  ac- 
quired by  the  Terminals  Company,  and  shall  deliver  to  the  Trustee 
the  written  opinion  of  counsel  of  the  Terminals  Company,  to  the 
effect  that  such  conveyance  or  conveyances  or  other  instruments 
are  sufficient  for  such  purpose. 

Section  4.  The  Terminals  Company,  from  time  to  time,  while 
in  possession  of  any  of  the  property  subject  to  this  Indenture, 
shall  have  full  power  in  its  discretion  to  make  changes  and  altera- 
tions in  the  terminal  buildings  and  their  appurtenances,  and  to  dis- 
pose of  any  portion  of  the  machinery,  rails,  equipment  and  imple- 
ments at  any  time  subject  to  the  lien  hereof,  which  may  have  become 
unfit  for  use,  replacing  the  same  by  new  machinery,  equipment, 
rails  or  implements,  which  shall  become  subject  to  the  lien  of  this 
Indenture.  In  no  event  shall  any  purchaser  or  purchasers  of  any 
property  sold  or  disposed  of  under  this  Article  Six  be  required 
to  see  to  the  application  of  the  purchase  money. 


64 


Section  5.  If  the  Trustee  shall  be  in  possession  of  the  mort- 
gaged premises  under  any  provision  of  this  Indenture,  then  all 
the  powers  conferred  upon  and  reserved  to  the  Terminals  Com- 
pany by  this  Article  Six  may  be  exercised  by  the  Trustee  in  its 
discretion;  and  if  the  mortgaged  premises  shall  be  in  the  pos- 
session of  a receiver  lawfully  appointed,  then  said  powers  may  he 
exercised  by  such  receiver  with  the  approval  of  the  Trustee. 

Section  6.  A certificate  signed  by  the  President  or  a Vice 
President  and  the  Chief  Engineer  or  Treasurer  of  the  Ter- 
minals Company  may  be  received  by  the  Trustee  as  conclusive 
evidence  of  any  of  the  facts  mentioned  in  this  Article  Six  which 
must  be  established  in  order  to  authorize  the  release  of  any  prop- 
erty hereunder,  and  when  accompanied  by  a copy  of  a resolution 
of  the  Board  of  Directors,  certified  by  the  Secretary  or  an  As- 
sistant Secretary  under  the  corporate  seal  approving  such  release, 
sale  or  exchange,  shall  be  full  warrant  and  protection  to  the 
Trustee  for  its  action  on  the  faith  thereof;  but  the  Trustee,  in  its 
discretion,  may  require  such  additional  evidence  as  it  may  deem 
necessary. 


ARTICLE  SEVEN. 

No  Recourse  Against  Individuals. 

No  recourse  under  or  upon  any  obligation,  covenant  or  agree- 
ment contained  in  this  Indenture,  or  in  any  obligation  hereby  se- 
cured or  otherwise  existing  shall  be  had  against  any  incorporator, 
stockholder,  officer,  or  director  of  the  Terminals  Company,  or  of 
any  successor  corporation,  either  directly  or  through  the  Termi- 
nals Company  by  the  enforcement  of  any  assessment  or  by  any  le- 
gal or  equitable  proceeding,  by  virtue  of  any  constitution,  statute 
or  otherwise,  it  being  expressly  agreed  and  understood  that  this 
Indenture  and  the  obligations  hereby  secured,  are  solely  corporate 
obligations,  and  that  no  personal  liability  whatever  shall  attach  to, 
or  shall  be  incurred  by,  the  incorporators,  stockholders,  officers  or 
directors  of  the  Terminals  Company  or  of  any  successor  corpora- 


65 


tion,  or  any  of  them,  because  of  the  incurring  of  the  indebtedness 
hereby  authorized,  or  under  or  by  reason  of  any  of  the  obligations 
covenants  or  agreements  contained  in  this  Indenture,  or  in  am 
of  the  obligations  hereby  secured,  or  implied  therefrom,  and 
that  any  and  all  personal  liability  of  every  name  and  nature,  and 
any  and  all  rights  and  claims  against  every  such  incorporator, 
stockholder,  officer  or  director,  whether  arising  at  common  law  or 
in  equity,  or  created  by  statute  or  constitution,  are  hereby  ex- 
pressly released  and  waived  as  a condition  of,  and  as  part  of  the 
consideration  for  the  execution  of  this  Indenture  and  the  issue  of 
the  obligations  secured  hereby.  Nothing  in  this  Article  Seven  or 
in  said  bonds  contained  shall  impair  any  liability  or  claim  based 
upon  an  express  written  guaranty  or  agreement. 

ARTICLE  EIGHT. 

Concerning  the  Trustee. 

Section  1.  And  it  is  further  covenanted  and  agreed  as  afore- 
said, and  this  trust  is  accepted  by  the  Trustee  upon  the  express 
condition,  that  the  Trustee  shall  not,  nor  shall  any  future  Trustee, 
incur  any  liability  or  responsibility  whatever  in  consequence  of 
permitting  or  suffering  the  Terminals  Company  or  its  successor 
to  retain  the  possession  of  the  Passenger  Terminal,  estates  and 
property,  real  and  personal,  the  premises  hereinbefore  mentioned, 
described  or  referred  to,  or  to  use,  occupy,  manage  and  control 
the  same  as  is  hereinbefore  mentioned;  nor  shall  the  Trustee,  nor 
any  future  Trustee,  be,  or  become  liable,  or  responsible  for  any 
destruction,  deterioration,  loss,  injury  or  damage  which  may  be 
done  or  incurred  to  or  by  the  said  Passenger  Terminal,  buildings, 
railroad  tracks,  motive  power,  rolling  stock,  machinery,  fixtures 
or  estate  or  property  hereby  mortgaged,  or  agreed  or  intended  so 
to  be,  by  the  Terminals  Company,  or  by  its  agents  or  servants, 
or  by  any  other  person  or  persons  whomsoever,  or  by,  or  from 
any  accident,  or  other  cause  whatever;  nor  shall  any  Trustee, 
present  or  future,  be  in  any  way  responsible  for  the  consequences 
of  any  breach  on  the  part  of  the  Terminals  Company  of  any  of 


66 


the  covenants  herein  contained,  nor  for  any  act  of  the  Terminals 
Company,  its  agents  or  servants;  nor  shall  the  Trustee,  present 
or  future,  he  or  become  responsible  for  any  error  of  judgment  or 
discretion  in  any  case  in  which  such  discretion  is  allowed  or  given 
to  it,  nor  for  any  moneys,  property,  or  real  or  personal  estate, 
except  what  shall  actually  and  in  fact  come  into  its  hands  and 
possession  by  virtue  of  the  provisions  hereof ; nor  shall  the  present 
Trustee,  or  any  future  Trustee,  be  liable  or  responsible  for  the 
acts  or  doings  of  any  other  Trustee  or  Trustees,  or  for  any  other 
cause  or  thing  except  its  own  unlawful  and  intentional  breaches 
of  the  'trusts  herein  expressed  and  contained. 

Section  2.  The  right  of  action  under  this  Indenture  is  vested 
exclusively  in  the  Trustee,  and  under  no  circumstances  shall  any 
bondholder  or  bondholders  (including  in  this  term  any  coupon- 
holder  or  couponholders)  have  any  right  to  institute  an  action 
or  other  proceeding  on  or  under  this  Indenture  for  the  purpose 
of  enforcing  any  remedy  herein  and  hereby  provided,  or  of  fore- 
closing this  mortgage,  except  in  case  of  refusal  after  proper  re- 
quest and  indemnity  on  the  part  of  the  Trustee  to  perform  any 
duty  imposed  on  it  by  this  Indenture,  and  all  actions  and  any 
proceedings  for  the  purpose  of  enforcing  the  provisions  of  this 
Indenture  shall  be  instituted  and  conducted  by  the  Trustee  ac- 
cording to  its  sound  discretion,  hut  the  Trustee  shall  be  under  no 
obligation  to  institute  any  such  suit,  or  'to  take  any  proceedings 
under  this  Indenture,  until  it  shall  be  requested  so  to  do  by  the 
holders  of  at  least  twenty-five  per  cent,  in  amount  of  the  bonds 
outstanding  and  shall  be  reasonably  indemnified.  The  Trustee 
may  nevertheless  begin  suit,  or  appear  in  and  defend  suit,  or  do 
anything  else  in  its  judgment  proper  to  be  done  by  it  as  such 
Trustee,  without  indemnity,  and  in  such  case  it  shall  be  com- 
pensated therefor  from  the  trust  fund. 

The  Trustee  may  advise  with  counsel,  including  counsel  of 
the  Terminals  Company,  and  the  opinion  of  counsel  shall  be  a full 
protection  and  justification  to  the  Trustee  for  anything  suffered 
or  done  by  it  in  good  faith  and  in  accordance  with  such  opinion. 


67 


Section  3.  It  shall  be  no  part  of  the  duty  of  the  Trustee  to 
file  or  record  this  or  any  supplemental  Indenture  as  a mortgage 
or  conveyance  of  real  estate,  or  as  a chattel  mortgage,  or  to 
procure  any  further,  other  or  additional  instrument  or  further 
assurance,  or  to  do  any  other  act  which  may  be  suitable  and 
proper  to  be  done  for  the  continuance  of  the  lien  hereof,  or  for  the 
giving  notice  of  the  existence  of  such  lien,  or  for  extending  or 
supplementing  the  same;  nor  shall  it  be  any  part  of  the  duty  of 
the  Trustee  to  effect  insurance  against  fire  or  other  damage  on 
any  portion  of  the  mortgaged  property,  or  to  renew  any  policies 
of  insurance,  or  to  see  that  such  insurance  is  taken  out  or  renewed, 
or  to  pass  upon  the  value  of  the  Passenger  Terminal  or  of  any 
of  the  property  of  the  Terminals  Company  for  the  purpose  of 
determining  the  amount  of  insurance  to  be  carried  thereon,  or 
to  keep  itself  informed  or  advised  as  'to  the  payment  of  any 
taxes  or  assessments  or  require  such  payment  to  be  made ; but  the 
Trustee  may,  in  its  discretion,  do  any  or  all  of  the  matters  and 
things  in  this  Section  3 set  forth,  or  require  the  same  to  be  done, 
but  the  Terminals  Company  covenants  and  agrees  to  do  all  said 
matters  and  things.  Except  as  provided  in  Section  1 of  Article 
Six  hereof  all  bonds  to  be  issued  under  any  Indenture  hereafter 
executed  by  the  Terminals  Company  and  all  of  the  provisions  of 
any  such  Indenture,  shall  be  subject  in  all  respects  to  this  In- 
denture and  to  the  bonds  issued  and  to  be  issued  hereunder. 

Section  4.  The  Trustee  shall  only  be  responsible  for  reason- 
able diligence  in  the  performance  of  the  trust,  and  shall  not  be 
answerable  in  any  case  for  the  act  or  default  of  any  agent,  at- 
torney or  employe  selected  with  reasonable  discretion.  The  Trus- 
tee shall  be  entitled  to  be  reimbursed  for  all  proper  outlays  of 
every  sort  or  nature  by  it  incurred  in  the  discharge  of  its  trust, 
including  court  costs  and  attorneys  ’ fees,  and  to  receive  a reason- 
able and  proper  compensation  for  any  services  that  it  may  at 
any  time  perform  in  the  discharge  of  the  same,  and  all  fees,  com- 
missions, compensation  and  disbursements  shall  constitute  a prior 


68 


lien  secured  hereby  on  the  mortgaged  property  and  premises. 
Any  damages  which  the  Trustee  may  sustain  in  the  full  perform- 
ance of  its  duties  hereunder  shall  be  deemed  a part  of  the  reason- 
able expenses  of  the  Trustee. 

Section  5.  In  case  it  shall  be  necessary  or  proper  at  any 
time  for  the  Trustee  to  make  any  investigation  respecting  any 
facts,  preparatory  to  taking  or  not  taking  any  action,  or  doing 
or  not  doing  anything  as  such  Trustee,  a resolution  of  the  Board 
of  Directors  of  The  Terminals  Company,  stating  such  fact  or 
the  certificate  of  the  Terminals  Company,  under  its  corporate 
seal,  attested  by  the  signature  of  its  President,  and  the  affidavit 
of  one  or  more  directors,  shall  be  conclusive  evidence  of  such  fact 
to  protect  the  Trustee  in  any  action  that  it  may  take  by  reason 
of  the  supposed  existence  of  such  fact. 

Section  6.  All  recitals,  statements  of  fact  and  representa- 
tions herein,  or  in  said  bonds,  contained  are  made  on  behalf  of 
the  Terminals  Company,  and  the  Trustee  assumes  no  responsi- 
bility as  to  the  correctness  of  the  same;  nor  is  the  Trustee  to  be 
understood  as  making  any  representation  as  to  the  validity  hereof, 
or  as  to  the  character,  extent  or  value  of  the  property  conveyed 
hereby,  or  as  to  the  title  thereto. 

Section  7.  The  Trustee  shall  not  be  responsible  for  the  ap- 
plication of  any  bonds  or  the  proceeds  of  any  bonds  authenticated 
or  delivered  by  it  in  accordance  with  the  provisions  hereof,  and 
until  notified  in  writing,  to  the  contrary,  by  some  person  interested 
in  the  trust  hereby  created  distinctly  specifying  the  default  de- 
sired to  be  brought  to  the  attention  of  the  Trustee,  it  may  con- 
clusively assume  for  all  the  purposes  of  this  Indenture  that  the 
Terminals  Company  is  not  in  default  hereunder. 

The  Trustee  shall  be  protected  in  acting  upon  any  notice, 
request,  consent,  certificate  or  other  paper  or  document  believed 
by  it  to  be  genuine,  and  to  be  signed  by  a proper  officer  of  the 
Terminals  Company  or  by  the  proper  person  to  sign  such  paper 


69 


in  any  particular  case.  Except  as  may  be  otherwise  provided 
in  this  Indenture,  every  request,  order  or  consent  set  forth  in 
writing  addressed  and  delivered  to  the  Trustee  and  signed  in  the 
name  of  the  Terminals  Company  by  (1)  the  President  or  by  any 
Vice  President,  and  (2)  the  Comptroller,  Auditor,  or  Secretary, 
or  Assistant  Secretary,  or  Treasurer  or  Assistant  Treasurer  of 
the  Terminals  Company,  may,  for  every  purpose  of  this  Inden- 
ture, be  taken  and  relied  upon  by  the  Trustee  as  the  request,  order 
or  consent  of  the  Terminals  Company. 

The  Trustee  may  acquire  bonds  secured  hereby  with  the  same 
rights  which  it  would  have  if  it  were  not  Trustee.  All  moneys 
coming  into  the  hands  of  the  Trustee  under  this  Indenture  may, 
unless  otherwise  agreed  upon  between  the  Terminals  Company 
and  the  Trustee,  be  treated  by  the  Trustee  until  such  time  as  it 
is  required  to  pay  out  the  same,  as  a general  deposit  entitled  to 
such  interest  as  may  be  agreed  upon  between  the  Terminals  Com- 
pany and  the  Trustee. 

Section  8.  The  Trustee,  or  any  Trustee  hereafter  appointed, 
may  resign  and  be  discharged  from  the  trusts  created  by  this 
Indenture,  by  giving  notice  thereof  to  the  Terminals  Company 
and  also  to  <the  bondholders,  by  publication  at  least  twice  a week 
for  four  successive  weeks  in  one  daily  newspaper  of  general  cir- 
culation published  in  the  City  of  Cleveland,  Ohio,  and  in  one 
daily  newspaper  of  general  circulation  published  in  the  Bor- 
ough of  Manhattan  in  the  City  of  New  York,  N.  Y.  Such 
resignation  shall  take  effect  on  the  day  specified  in  such  no- 
tice, unless  previously  a successor  Trustee  shall  be  appointed 
as  hereinafter  provided,  in  which  event  such  resignation  shall  take 
effect  immediately  upon  the  appointment  of  such  successor  Trus- 
tee. The  Trustee  may  be  removed  at  any  time  by  an  instrument 
in  writing  executed  by  three-fourths  in  amount  of  the  holders  of 
the  bonds  hereby  secured  then  outstanding.  In  case  there  shall  at 
any  time  be  a vacancy  in  the  office  of  Trustee  hereunder,  or  in  case 
the  Trustee  shall  become  incapable  of  acting,  or  if  a receiver  of  the 


70 


Trustee  be  appointed,  or  its  property  and  affairs  be  taken  over  by 
any  public  officer  or  officers,  a successor  or  successors  may  be 
appointed  by  the  holders  of  a majority  in  interest  of  the  bonds 
hereby  secured  then  outstanding,  by  an  instrument  or  concurrent 
instruments  signed  by  such  bond-holders  or  their  attorneys  in  fact 
duly  authorized;  provided,  nevertheless,  that  in  case  at  any  time 
there  shall  be  a vacancy  in  the  office  of  Trustee  hereunder,  or  in 
case  of  the  happening  of  any  of  the  events  hereinabove  specified, 
the  Terminals  Company  by  an  instrument  executed  by  order  of  its 
Board  of  Directors  may  appoint  a Trustee  which  shall  act  until 
a successor  Trustee  shall  be  appointed  by  the  bondholders  as  here- 
in authorized.  After  any  such  appointment  by  the  Terminals  Com- 
pany, it  shall  publish  notice  of  such  appointment  once  a week  for 
six  successive  weeks  in  a newspaper  published  in  the  Borough  of 
Manhattan,  City  of  New  York,  and  in  a newspaper  published  in  the 
City  of  Cleveland,  Ohio,  and  any  Trustee  so  appointed  by  the  Ter- 
minals Company  shall  immediately  and  without  further  act,  be 
superseded  by  a Trustee  appointed  in  the  manner  above  provided, 
by  the  holders  of  a majority  in  interest  of  the  bonds  hereby 
secured,  if  such  appointment  by  such  bond-holders  be  made  prior 
to  the  expiration  of  one  year  after  the  completion  of  such  publica- 
tion of  notice.  Every  such  new  Trustee  appointed  in  place  of  the 
Trustee,  or  its  successor  in  the  trust,  shall  always  be  a trust  com- 
pany in  good  standing  authorized  to  accept  such  trusts  and  doing 
business  in  the  City  of  New  York  or  the  City  of  Cleveland,  and  hav- 
ing a capital  and  surplus  aggregating  at  least  $2,000,000,  if  there  is 
such  a trust  company  willing  and  able  to  accept  the  trust  upon 
reasonable  or  customary  terms.  Any  such  new  Trustee  appointed 
hereunder  shall  execute  an  instrument  accepting  such  appointment 
hereunder,  and  upon  the  execution  of  such  acceptance  such  new 
Trustee  shall,  without  any  further  act,  deed  or  conveyance,  be- 
come vested  with  all  the  estates,  properties,  rights,  powers  and 
trusts  of  its  predecessor  in  the  trust  hereunder  with  like  effect  as 
if  originally  named  as  Trustee  herein,  but  the  Trustee  retiring 


71 


shall,  nevertheless,  if  and  when  demanded  in  writing  by  either  the 
new  Trustee  or  the  Terminals  Company,  execute  and  deliver  an 
instrument  conveying  and  transferring  to  such  new  Trustee, 
upon  the  trusts  herein  expressed,  all  the  estates,  properties,  rights 
powers  and  trusts  of  the  Trustee  so  retiring,  and  shall  duly  assign, 
transfer  and  deliver  to  the  new  Trustee  so  appointed  in  its  place 
all  properties  and  moneys  held  by  it.  Should  any  deed,  conveyance 
or  instrument  in  writing  from  the  Terminals  Company  be  required 
by  any  new  Trustee  for  more  fully  and  certainly  vesting  in  and 
confirming  to  it  the  said  estates,  properties,  rights,  powers  and 
duties,  then  any  and  all  such  deeds,  conveyances  and  instruments 
in  writing  shall  on  request  of  such  new  Trustee,  be  made,  executed, 
acknowledged  and  delivered  by  the  Terminals  Company. 

In  case  the  Trustee  hereunder  or  any  successor  trustee  is  con- 
solidated with  or  merged  in  any  other  trust  company,  such  trust 
company  with  which  such  Trustee  is  consolidated  or  into  which 
it  is  merged  shall  immediately  on  such  consolidation  or 
merger  become  ipso  facto  the  trustee  of  this  Indenture,  without 
any  action  on  the  part  of  the  Terminals  Company  or  of  the  Trus- 
tee so  consolidating  or  merging,  or  the  bondholders  hereunder,  to 
that  end,  and  the  certification  of  any  bonds  issued  after  such  con- 
solidation or  merger  by  such  consolidated  or  successor  trust  com- 
pany shall  be  in  all  respects  valid  under  this  Indenture,  pre- 
cisely as  if  made  by  said  The  Union  Trust  Company,  of  Cleveland, 
originally  named  as  Trustee  hereunder. 

ARTICLE  NINE. 

Redemption  of  Bonds. 

Section  1.  As  to  any  series  of  bonds,  the  Terminals  Com- 
pany reserves  the  right  to  call  in,  pay  off,  and  redeem  before 
maturity  on  the  date  of  redemption  specified  in  the  bonds  of  such 
series,  or  on  any  interest  day  thereafter,  all  or  any  of  the  bonds 
of  all  or  any  series  at  par  and  accrued  interest,  together  with 
the  premium,  if  any,  stated  in  said  bonds;  provided  that  notice 


72 


of  such  election  of  the  Terminals  Company  shall  have  been 
given  by  publication  at  least  six  times  in  one  daily  newspaper  pub- 
lished and  of  general  circulation  in  the  Borough  of  Manhattan 
in  the  City  of  New  York,  New  York,  and  in  one  daily  newspaper 
published  and  of  general  circulation  in  the  City  of  Cleveland,  in  the 
State  of  Ohio,  the  first  publication  in  every  case  to  be  not  less  than 
ninety  days  nor  more  than  ninety  five  days  prior  to  the  interest  day 
on  which  such  payment  and  redemption  is  to  be  made,  stating  such 
election  on  the  part  of  the  Terminals  Company,  and,  in  case  of 
partial  redemption,  the  serial  letter  and  numbers  of  the  bonds  to 
be  redeemed,  and  that  the  interest  on  the  bonds  so  called  for  re- 
demption shall  cease  on  such  redemption  day,  and  requiring  that 
the  bonds  so  called  for  redemption  be  then  presented  for  payment 
and  redemption. 

In  case  the  Terminals  Company  shall  have  elected  to  redeem 
only  part  of  the  bonds  of  any  series,  redeemable  in  part,  it  shall  in 
advance  of  the  day  fixed  for  such  first  publication  of  notice  notify 
the  Trustee  of  its  said  election,  and  the  Trustee  shall  in  the  pres- 
ence of  an  officer  or  representative  of  the  Terminals  Company  in 
any  usual  manner  determine  by  lot  from  the  serial  numbers  of  all 
the  coupon  bonds  of  such  series  outstanding  and  the  coupon  bond 
numbers  indorsed  upon  registered  bonds  of  such  series  outstand- 
ing the  numbers  of  the  bonds  to  be  redeemed.  Notice  having  been 
so  given,  the  Terminals  Company  shall,  at  least  five  days  prior  to 
the  interest  date  designated  in  such  notice,  deposit  with  the 
Trustee  sufficient  funds  for  the  redemption  of  the  bonds  so  called 
and  the  bonds  so  called  for  redemption  shall,  on  the  interest  day 
designated  in  such  notice,  become  due  and  payable  at  par,  with 
the  premium,  if  any,  designated  in  the  bonds,  and  the  accrued  in- 
terest on  the  bonds  to  the  day  of  redemption  so  designated,  and 
from  and  after  the  day  of  redemption  so  designated  (unless  the 
Terminals  Company  shall  fail  to  make  deposit  of  said  funds)  inter- 
est on  the  bonds  so  called  for  redemption  shall  cease,  and,  on  pres- 
entation and  surrender  of  such  bonds  in  accordance  with  said  notice 
at  any  of  the  places  at  which  the  same  may  be  expressed  to  be 


73 


payable,  with  the  coupon  maturing  on  said  redemption  day  and 
all  subsequent  coupons,  said  bonds  shall  be  paid  by  the  Trustee 
from  said  funds,  with  the  premium,  if  any,  aforesaid,  with  accrued 
interest  to  such  interest  day.  If  not  so  paid  on  presentation  there- 
of, said  bonds  shall  continue  to  bear  interest  at  the  rate  expressed 
therein  until  payment. 

A similar  notice  shall  be  sent  by  the  Terminals  Company 
through  the  mails,  postage  prepaid,  at  least  thirty  days  prior  to 
such  redemption  date,  to  each  registered  holder  of  bonds  so  called 
for  redemption,  whose  address  shall  appear  upon  the  transfer 
register. 

In  case  there  shall  be  drawn  for  redemption  as  aforesaid  one 
or  more,  but  less  than  all,  of  the  coupon  bond  serial  numbers  in- 
dorsed upon  a registered  bond  without  coupons,  then,  upon  pre- 
sentation of  such  registered  bond,  the  face  amount  of  the  coupon 
bond  or  bonds  whereof  the  number  or  numbers  were  so  drawn 
for  redemption  and  the  premium  thereon,  if  any,  and  the  accrued 
interest  shall  be  paid  to  the  registered  owner  of  such  bond,  and 
the  Terminals  Company  shall  sign  and  seal,  and  the  Trustee 
shall  authenticate  and  deliver  to  the  registered  owner  thereof, 
or  on  his  order,  and  at  the  expense  of  the  Terminals  Company, 
a new  bond  or  bonds  for  the  amount  of  said  surrendered 
registered  bond,  less  the  principal  amount  paid. 

The  sum  so  due  for  principal  and  premium,  if  any,  of  each 
coupon  bond  shall  be  payable  to  the  bearer  of  such  coupon  bond 
unless  it  shall  have  been  registered  as  to  principal,  and  if  it  shall 
have  been  registered  as  to  principal,  then  such  payment  shall  be 
made  to  the  registered  holder  of  such  registered  coupon  bond,  but 
in  no  case  shall  the  Terminals  Company  be  required  to  make  such 
payment  except  upon  surrender  of  such  bond  and  of  all  unmatured 
coupons  for  interest  thereon.  All  coupons  for  interest  which  shall 
have  matured  on  or  prior  to  the  date  of  redemption  designated  in 
such  notice  shall  continue  to  be  payable,  but  without  interest 
thereon,  to  the  respective  bearers  of  such  coupons.  The  sum  so 


74 


payable  upon  registered  bonds  without  coupons,  for  principal  and 
for  premium,  if  any,  and  for  unpaid  interest  which  shall  have 
accrued  on  or  prior  to  the  date  of  redemption  designated  in  such 
notice,  shall  continue  to  be  payable,  but  without  interest  thereon, 
to  the  holders  of  such  bonds,  or  their  assigns,  under  duly  executed 
instruments  of  assignment,  but  only  upon  surrender  of  the  bonds. 
From  and  after  the  date  of  redemption  designated  in  such  notice  so 
advertised  (unless  the  Terminals  Company  shall  make  default  in 
payment  upon  demand  as  herein  provided)  no  further  interest 
shall  accrue  upon  any  of  the  bonds  so  called  for  redemption,  and 
anything  in  such  bonds  or  in  such  coupons  or  in  this  Indenture  to 
the  contrary  notwithstanding,  any  coupon  for  interest  appertain- 
ing to  any  such  bond  and  maturing  after  such  date,  shall  become 
and  be  null  and  void. 

Section  2.  Upon  deposit  with  the  Trustee  of  the  amount 
necessary  so  to  redeem  all  outstanding  bonds,  together  with  proof 
satisfactory  to  the  Trustee  that  said  notice  of  redemption  has  been 
given  by  publication  and  by  mail,  and  on  payment  to  the  Trustee 
of  all  costs,  charges  and  expenses  in  relation  thereto,  and  of  all 
other  sums  payable  hereunder  by  the  Terminals  Company,  the 
Trustee  shall,  upon  request  of  the  Terminals  Company,  cancel 
and  satisfy  this  Indenture  and  by  proper  instruments  reconvey 
to  the  Terminals  Company  all  the  trust  estate.  The  Trustee  shall 
apply  the  money  so  deposited  with  it  to  the  payment  of  the  bonds 
at  par  with  the  premium,  if  any,  designated  in  the  bonds  and  ac- 
crued interest  on  the  bonds  to  the  interest  day  designated  for 
redemption. 

Section  3.  All  bonds  and  coupons  attached  thereto,  paid  or 
redeemed  hereunder,  shall  be  cancelled  by  the  Trustee,  and,  on 
the  written  request  of  the  Terminals  Company,  delivered  to  the 
Terminals  Company.  The  Terminals  Company  shall  have  the 
right  to  issue  new  bonds  to  an  equal  principal  amount  in  sub- 
stitution for  such  bonds  so  cancelled  under  this  Article  Nine. 


75 


ARTICLE  TEN. 

Sinking  Fund. 

Section  1.  Except  as  otherwise  determined  by  the  Board  of 
Directors  of  the  Terminals  Company  prior  to  the  issue  under  this 
Indenture  of  any  series  of  bonds,  the  administration  of  the  sink- 
ing fund  and  the  procedure  for  redemption  through  operation  of 
the  sinking  fund  shall  be  as  set  forth  in  this  Article  Ten.  As  used 
in  this  Article  Ten,  the  word  “redemption”  means  the  acquisi- 
tion of  bonds  for  the  sinking  fund;  the  term  “redeemable  bonds” 
means  any  bonds  subject  to  redemption  through  operation  of  the 
sinking  fund;  the  term  “redemption  price”  means  the  amount 
payable  (exclusive  of  accrued  interest)  on  redeemable  bonds  on 
a redemption  date;  and  the  term  “redemption  date”  means  any 
date  upon  which  redeemable  bonds  may  be  redeemed.  The  re- 
demption date  of  redeemable  bonds  shall  be  the  semi-annual  inter- 
est payment  dates  of  such  bonds;  and  in  case  any  interest  pay- 
ment date  shall  be  a Sunday  or  (at  the  place  of  payment)  a legal 
holiday,  the  redemption  may  be  made  on  the  next  ensuing  day 
not  a Sunday  or  such  legal  holiday. 

Section  2.  At  the  time  of  the  creation  of  any  sinking  fund  the 
Terminals  Company  may  appoint  any  corporation  or  co-partner- 
ship as  Sinking  Fund  Trustee  to  hold  and  administer  the  sinking 
fund;  and  in  case  any  such  appointment  shall  not  be  made,  the 
Trustee  under  this  Indenture  shall  be  the  Sinking  Fund  Trustee. 
The  bonds  of  each  series  shall  be  subject  to  redemption  by  call 
for  the  purposes  of  the  sinking  fund  established  in  respect  of  such 
series,  and  in  establishing  the  sinking  fund  of  each  series,  the  Ter- 
minals Company  shall  fix  the  redemption  price  and  the  redemption 
dates. 

At  any  time  after  the  receipt  of  any  sinking  fund  moneys  and 
until  a date  not  later  than  one  hundred  days  prior  to  the  next 
ensuing  redemption  date,  the  Sinking  Fund  Trustee  in  such  manner 
and  from  time  to  time  in  such  amount  as  it  may  deem  advisable 
in  its  discretion  (or  in  such  manner  as  may  be  directed  by  the  Ter- 


76 


minals  Company  and  be  approved  by  the  Sinking  Fund  Trustee), 
shall  apply  such  moneys  so  far  as  the  same  shall  be  adequate,  to 
the  purchase  for  the  sinking  fund  of  bonds  (including  all  un- 
matured  coupons  and  interest  obligations  thereto  belonging)  of  the 
series  m respect  of  which  such  sinking  fund  is  provided,  at  a price 
not  exceeding  the  redemption  price  of  such  bonds  prevailing  on 
such  next  ensuing  redemption  date,  plus  the  amount  of  interest  ac- 
crued  on  the  bonds  so  purchased  at  the  time  of  purchase.  The  Ter- 
minals Company  covenants  to  reimburse  the  sinking  fund,  forth- 
with upon  the  request  of  the  Sinking  Fund  Trustee,  with  the 
amount  of  any  accrued  interest  paid  on  such  purchases  out  of  the 
sinking  fund. 

If,  upon  the  date  limited  as  aforesaid  for  such  purchase,  the 
Sinking  Fund  Trustee  as  above  stated  shall  not  have  purchased 
bonds  of  an  amount  sufficient  to  exhaust  the  sinking  fund  moneys 
available  therefor,  then  die  amount  of  such  moneys  remaining  in 
its  hands  if  $10,000  or  more  (or  any  amount  less  than  $10,000,  if 
so  requested  by  the  Terminals  Company),  shall  be  applied  on  the 
next  ensuing  redemption  date  to  the  redemption  by  call  of  bonds 
(including  coupons  and  interest  obligations  maturing  after  such 
redemption  date)  of  the  said  series  in  respect  of  which  such  sink- 
ing fund  is  provided,  at  the  redemption  price  prevailing  on  such 
redemption  date.  Any  such  amount  of  $10,000  or  less,  not  so  to  be 
applied,  shall  be  added  to  the  sinking  fund  installment  next  pay- 
able, and  together  with  said  installment  applied  in  accordance 
with  the  provisions  of  this  Section  2. 

Prior  to  the  day  of  the  first  advertisement  of  notice  of  re- 
demption as  hereinbelow  provided,  the  Sinking  Fund  Trustee  shall 
draw  by  lot,  according  to  such  method  as  it  shall  deem  proper,  such 
principal  amount  of  such  bonds  as  such  applicable  moneys  shall 
suffice  to  redeem  on  the  next  ensuing  redemption  date.  In  respect 
of  registered  bonds  without  coupons,  the  numbers  on  the  coupon 
bonds  reserved  for  exchange  for  such  registered  bonds  shall  be  the 
units  included  in  the  drawing. 


77 


Thereupon  the  Sinking  Fund  Trustee  shall  advertise  at  least 
six  times  (the  first  advertisement  to  be  not  later  than  ninety  days, 
nor  earlier  than  ninety-five  days  previous  to  the  redemption  date) 
in  one  daily  newspaper  published  and  of  general  circulation  in 
the  Borough  of  Manhattan,  City  of  New  York,  and  in  one  daily 
newspaper  published  and  of  general  circulation  in  the  City  of 
Cleveland,  State  of  Ohio,  a notice  in  such  form  as  shall  be  deemed 
appropriate  by  the  Sinking  Fund  Trustee  calling  for  the  surrender 
of  said  bonds  bearing  the  numbers  drawn  as  aforesaid. 

Upon  publication  of  notice  as  above  provided,  the  bonds 
designated  therein  shall  be  payable  on  the  specified  redemption 
date  at  the  place  of  payment  designated  in  said  notice  at  the  re- 
demption price  prevailing  on  such  redemption  date,  upon  sur- 
render of  the  said  bonds  bearing  all  interest  obligations  maturing 
subsequently  to  such  redemption  date.  To  the  extent  of  the  sink- 
ing fund  moneys  at  any  time  thereafter  in  the  possession  of  the 
Sinking  Fund  Trustee  upon  surrender  to  it  of  bonds  pursuant  to 
such  notice,  the  Sinking  Fund  Trustee  shall  pay  the  redemption 
price  out  of  said  sinking  fund.  The  interest  on  surrendered  bonds 
payable  on  the  redemption  date  shall  he  payable  by  the  Terminals 
Company,  otherwise  than  out  of  the  sinking  fund.  In  case  there 
shall  have  been  called  a portion  of  a registered  bond  without 
coupons,  then  upon  presentation  of  such  bond  the  amount  payable 
in  respect  thereof  shall  he  paid ; and  the  Terminals  Company  shall 
sign  and  seal  and  the  Trustee  shall  thereupon  authenticate  and 
deliver  to  the  registered  holder,  at  the  expense  of  the  Terminals 
Company,  a new  bond  or  bonds  for  the  principal  amount  of  said 
registered  bond  remaining  unpaid. 

The  Terminals  Company  covenants  to  pay,  otherwise  than 
out  of  the  Sinking  Fund,  the  compensation  and  expenses  of  the 
Sinking  Fund  Trustee  in  administering  the  sinking  fund  as  in 
this  Section  2 provided,  including  the  cost  of  advertisement  of 
redemption  notices  and  any  other  advertisements  hereunder,  and 
any  customary  broker ’s  commissions  upon  the  purchase  of  bonds. 


78 


Unless  otherwise  provided  by  the  Terminals  Company,  as 
aforesaid,  the  bonds  of  each  series,  acquired  by  the  Sinking  Fund 
Trustee,  shall  be  kept  alive  for  the  purposes  of  the  sinking  fund 
established  for  such  series  and  shall  have  a proper  notation  stamp- 
ed thereon,  and  the  interest  from  time  to  time  accruing  upon  the 
bonds  of  each  series  acquired  by  the  Sinking  Fund  Trustee  as 
aforesaid,  shall  be  paid  by  the  Terminals  Company  to  the  Sinking 
Fund  Trustee  as  additional  payments  to  the  sinking  fund  estab- 
lished for  such  series,  until  all  the  bonds  of  such  series  shall  be 
redeemed  by  operation  of  the  sinking  fund  or  otherwise ; but  bonds 
held  in  any  sinking  fund  shall  not  be  or  be  taken  to  be  outstanding 
for  any  other  purpose  of  this  Indenture. 

The  Sinking  Fund  Trustee  shall  be  protected  in  acting  upon 
any  instrument  or  other  paper  believed  by  it  to  be  genuine,  and  to 
have  been  signed  by  the  proper  person;  it  may  perform  any  of  the 
duties  of  the  trust  by  attorneys,  agents  or  employees  selected  by 
it  and  may  act  upon  the  advice  of  counsel  upon  any  question  of 
law.  It  shall  not  be  responsible  for  any  act,  mistake  or  default  of 
any  attorney,  agent,  employee  or  counsel  selected  in  good  faith 
jr  otherwise  responsible,  except  for  the  consequences  of  its  own 
gross  negligence  or  willful  default.  The  Sinking  Fund  Trustee  may 
purchase,  acquire,  hold  and  dispose  of  any  of  the  bonds  issued 
under  this  Indenture,  the  same  as  if  it  were  not  holding  the  office 
jf  Sinking  Fund  Trustee.  Any  moneys  received  by  the  Sinking 
Fund  Trustee  shall  be  held  until  paid  out  conformably  herewith, 
without  any  liability  for  interest  for  the  use  thereof  save  such 
as  it  shall  agree  with  the  Terminals  Company  to  pay  thereon.  All 
such  interest  allowed  by  the  Sinking  Fund  Trustee  upon  moneys 
in  the  sinking  fund  shall  be  paid  to  the  Terminals  Company. 

Any  Sinking  Fund  Trustee  may  resign  and  may  be  discharged 
from  the  trust  by  notice  given  and  published  in  the  manner  pro- 
vided in  this  Indenture  in  respect  of  the  resignation  of  the  Trustee. 
In  case  of  a vacancy  in  the  office  of  Sinking  Fund  Trustee,  a suc- 
cessor may  be  appointed  in  the  manner  provided  in  respect  of  the 
filling  of  a vacancy  in  the  office  of  the  Trustee. 


79 


Section  3.  Except  for  the  purposes  of  the  Sinking  Fund  as 
provided  in  Section  2 of  this  Article  Ten,  after  the  redemption  date 
designated  in  any  notice  of  redemption  under  the  provisions  of  this 
Article  Ten,  no  interest  shall  accrue  upon  or  in  respect  of  any  bond 
or  portion  of  a bond  therein  called  for  redemption,  nor  shall  any 
coupon  maturing  subsequently  to  such  date  be  of  any  force  or 
effect  unless  upon  presentation  of  the  bond  (bearing  all  unmatured 
interest  obligations  as  aforesaid)  payment  thereof  at  the  redemp- 
tion price  prevailing  on  the  redemption  date  be  refused.  The  sums 
so  credited  to  such  bonds  which  have  not  been  presented  for  pay- 
ment shall  not  bear  interest,  and  the  holders  of  such  bonds  shall 
iook  only  to  the  sum  on  deposit  with  the  Sinking  Fund  Trustee 
to  the  credit  of  such  bonds  for  the  payment  thereof. 

A copy  of  any  notice  of  redemption  published  pursuant  to  the 
provisions  of  this  Article  Ten  shall  be  mailed  to  the  registered 
holder  of  any  coupon  bond  designated  for  redemption,  and  to  the 
registered  holder  of  each  registered  bond  designated  (in  whole  or 
in  part)  for  redemption,  addressed  to  the  last  Post-Office  address 
of  said  bondholder  appearing  on  the  bond  Registers. 

Section  4.  As  to  the  bonds  of  the  first  series  to  be  issued  under 
this  Indenture  as  provided  in  Section  3 of  Article  Two  hereof,  the 
Terminals  Company  does  hereby  establish  a sinking  fund  for  the 
redemption  of  the  bonds  of  said  series,  the  administration  of  which 
sinking  fund  and  the  procedure  for  redemption  of  the  bonds  of 
which  series  shall  be  as  set  forth  in  this  Article  Ten.  The  redemp- 
tion date  of  the  bonds  of  said  series  shall  for  the  purposes  of  the 
sinking  fund  herein  established,  be  October  1,  1927,  and  each  semi- 
annual interest  payment  date  thereafter.  The  redemption  price  of 
the  bonds  of  said  series  of  bonds  shall  be  the  face  value  thereof 
with  a premium  of  five  per  centum  of  suclr face  value. 

On  June  1,  1927,  and  semi-annually  thereafter,  until  all  the 
bonds  of  said  first  series  shall  be  redeemed  (whether  by  the  opera- 
tion of  this  sinking  fund  or  otherwise),  the  Terminals  Company 
covenants  and  agrees  to  pay  to  the  Sinking  Fund  Trustee  the  sum 


80 


of  $34,000  to  be  applied  by  the  Sinking  Fund  Trustee  with  the  ad- 
ditional payments  into  the  sinking  fund  on  account  of  the  interest 
from  time  to  time  accruing  upon  the  bonds  of  said  series  previous- 
ly redeemed  and  held  in  the  sinking  fund  as  provided  in  Section  2 
of  this  Article  Ten,  to  the  redemption  of  the  bonds  of  said  series 
as  provided  in  this  Article  Ten. 

ARTICLE  ELEVEN. 

Defeasance. 

Section  1.  If,  when  the  bonds  hereby  secured  shall  have  be- 
come due  and  payable,  the  Terminals  Company  shall  well  and 
truly  pay  or  cause  to  be  paid  the  whole  amount  of  the  principal 
and  interest  due  upon  all  of  the  bonds  hereby  secured  then  out- 
standing, or  shall  provide  for  such  payment  by  depositing  with 
the  Trustee  hereunder,  for  the  payment  of  such  bonds  and  inter- 
est thereon,  the  entire  amount  due  or  to  become  due  for  principal 
and  interest,  and  shall  also  pay  or  cause  to  be  paid  all  other 
sums  payable  hereunder  by  the  Terminals  Company,  and  shall 
well  and  truly  keep,  perform  and  observe  all  the  things  herein 
required  to  be  kept,  performed  and  observed  by  it  according  to 
the  true  intent  and  meaning  of  this  Indenture,  then  and  in  that 
case  the  premises  and  all  properties,  rights  and  interests  hereby 
conveyed  shall,  unless  the  Terminals  Company,  its  successors  or 
assigns,  shall  otherwise  elect,  revert  to  the  Terminals  Company,  or 
to  whomsoever  may  be  entitled  thereto,  and  the  estate,  right,  title 
and  interest  of  the  Trustee  therein  shall  thereupon  cease,  determine 
and  become  void,  and  the  Trustee  shall,  in  such  case,  on  demand 
of  the  Terminals  Company  and  at  its  cost  and  expense,  satisfy 
and  discharge  this  Indenture  upon  the  records,  otherwise  the 
same  shall  be,  continue  and  remain  in  full  force  and  virtue. 

The  Terminals  Company,  or  its  assigns,  shall  have  the  right, 
at  any  time  after  maturity  of  all  of  the  bonds  issued  hereunder, 
to  deposit  with  the  Trustee  the  amount  due  for  principal  and 
interest  upon  such  of  said  bonds  as  shall  not  have  been  presented 


81 


for  payment  and  paid,  and  upon  payment  of  all  other  sums 
payable  hereunder  by  the  Terminals  Company,  the  premises 
and  all  properties,  rights  and  interests  hereby  conveyed  shall 
revert  to  the  Terminals  Company,  or  its  assigns,  and  the  Trus- 
tee, as  above  provided,  shall  enter  satisfaction  and  discharge  of 
this  Indenture  upon  the  records,  and  in  case  the  owner  of  any 
such  outstanding  and  unpaid  bond  shall  not,  within  six  years  after 
such  deposit,  claim  the  amount  so  deposited  for  payment  thereof, 
the  Trustee  shall,  upon  demand,  pay  over  such  amount  so  de- 
posited to  the  Terminals  Company. 

ARTICLE  TWELVE. 

Execution  of  Instruments  by  Bondholders. 

Any  request  or  other  instrument  required  by  this  Indenture 
to  be  signed  and  executed  by  bondholders  may  be  in  any 
number  of  concurrent  instruments  of  similar  tenor,  and  may  be 
executed  by  such  bondholders  in  person,  or  by  an  agent  or  at- 
torney appointed  by  an  instrument  in  writing.  Proof  of  the 
execution  of  any  such  request  or  other  instrument,  or  of  a writ- 
ing appointing  any  such  agent  or  attorney,  or  of  the  holding  by 
any  person  of  coupon  bonds  transferable  by  delivery,  shall  be 
sufficient  for  any  purpose  of  this  Indenture,  and  shall  be  conclu- 
sive in  favor  of  the  Trustee  with  regard  to  any  action  taken  by 
it  under  such  request  or  other  instrument,  if  made  in  the  follow- 
ing manner,  viz.:  (1)  The  fact  and  date  of  the  execution  by  any 
person  of  any  such  request  or  of  any  other  instrument  or  writing 
may  be  proved  by  the  certificate  of  any  notary  public  or  other 
officer  authorized  to  take,  either  within  or  without  the  State  of 
Ohio,  acknowledgments  of  deeds  to  be  recorded  in  said  State, 
certifying  that  the  person  signing  such  request  or  other  instru- 
ment acknowledged  to  him  the  execution  thereof,  or  by  the  affi- 
davit of  a witness  to  such  execution.  (2)  The  amount  of  coupon 
bonds  transferable  by  delivery  held  by  any  person  executing  any 
such  request  or  other  instrument  as  a bondholder,  and  the  amounts 


82 


and  issue  numbers  of  the  bonds  held  by  such  person  and  the  date 
of  his  holding  the  same,  (which  holding  the  Trustee  may  deem  to 
continue  until  the  Trustee  shall  have  received  notice  in  writing  to 
the  contrary)  may  be  proved  by  a certificate  executed  by 
any  trust  company,  bank  or  other  depositary  (wheresoever 
situated)  whose  certificate  shall  be  deemed  by  the  Trustee  to  be 
satisfactory,  showing  that  at  the  date  therein  mentioned  such  per- 
son had  on  deposit  with  such  depositary  or  exhibited  to  it  the 
bonds  described  in  such  certificate.  (3)  The  ownership  of  regis- 
tered bonds,  or  of  registered  coupon  bonds,  shall  be  proved  by  the 
books  for  the  registry  of  such  bonds  provided  in  Article  One 
hereof. 

The  Trustee  shall  be  under  no  obligation  to  recognize  any 
person  as  holder  or  owner  of  any  bonds  or  coupons  secured  here- 
by, or  to  do  or  refrain  from  doing  any  act  pursuant  to  the  request 
or  demand  of  any  person,  until  such  supposed  holder  or  owner 
shall  prodhce  the  said  bonds  or  coupons  and  deposit  the  same  with 
the  Trustee. 

Any  request,  consent  or  vote  of  the  owner  of  any  bond  shall 
bind  all  future  owners  of  the  same  bond,  and  all  bonds  issued  in 
exchange  therefor  or  in  place  thereof  in  respect  of  anything  done 
or  suffered  by  the  Trustee  in  pursuance  of  such  request,  consent 
or  vote. 


ARTICLE  THIRTEEN. 

Miscellaneous. 

The  party  hereto  of  the  second  part,  hereby  accepts  the  trusts 
in  this  Indenture  declared  and  provided,  and  agrees  to  perform 
the  same  upon  the  terms  and  conditions  hereinbefore  set  forth. 
Except  when  otherwise  indicated,  the  words  “the  Trustee,”  or 
“said  Trustee,”  or  any  other  equivalent  term,  as  used  in  this 
Indenture,  shall  be  held  and  construed  to  mean  the  Trustee  or 
Trustees  for  the  time  being,  and  the  words  “bond,”  “bond- 
holder,” and  “holder,”  shall  include  the  plural  as  well  as  the 


83 


singular  number.  The  words  “Passenger  Terminal”  in  this  In- 
denture are  intended  and  shall  be  deemed  to  include  the  main  pas- 
senger station  and  express  and  mail  and  other  buildings,  and  all 
structures  and  equipment  and  other  property  and  facilities  of 
The  Cleveland  Union  Terminals  Company.  Nothing  in  this  In- 
denture expressed  or  implied  is  intended,  or  shall  be  construed, 
to  confer  upon,  or  to  give  to,  any  person  or  corporation  other 
than  the  parties  hereto  and  the  holders  of  the  First  Mortgage 
Sinking  Fund  Gold  Bonds,  any  right,  remedy  or  claim,  under  or 
by  reason  of  this  Indenture  or  any  covenant,  condition  or  stipu- 
lation hereof,  and  all  the  covenants,  stipulations,  promises  and 
agreements  in  this  Indenture  contained  by  or  on  behalf  of  the 
Terminals  Company  are  and  shall  be  held  to  be  for  the  sole  and 
exclusive  benefit  of  the  parties  hereto  and  of  the  holders  of  the 
First  Mortgage  Sinking  Fund  Gold  Bonds.  All  the  conveyances, 
covenants,  stipulations,  promises,  undertakings  and  agreements 
herein  contained  by  or  on  behalf  of  the  Terminals  Company  shall 
bind  its  successors  and  assigns,  whether  so  expressed  or  not. 


' ■ 


85 


In  Witness  Whereof,  the  parties  hereto,  duly  authorized  there- 
unto, have  caused  this  Indenture  to  be  executed  by  their  respective 
Presidents  or  Vice  Presidents  and  their  respective  corporate  seals 
to  be  hereto  affixed  and  to  be  attested  by  their  respective  Sec- 
retaries or  Assistant  Secretaries  as  of  the  first  day  of  April,  1922. 


Signed,  sealed  and  acknow- 
ledged in  the  presence  of : 

J.  R.  Neff, 

W.  H.  Wenneman, 

As  to  The  Cleveland  Union 
Terminals  Company. 

Signed,  sealed  and  acknow- 
ledged in  the  presence  of : 

II.  B.  Kohr, 

Jas.  R.  McKenna, 

As  to  The  Union  Trust 
Company. 

O.K. — O’N. 


The  Cleveland  Union 
Terminals  Company, 

By  0.  P.  Van  Sweringen, 

President. 

Attest:  Charles  W.  Stage, 
Secretary. 
(Corporate  Seal) 

The  Union  Trust  Company, 

By  Geo.  N.  Sherwin, 

Vice  President. 

Attest:  W.  H.  Kinsey, 

Assistant  Secretary. 
(Corporate  Seal) 


86 


State  of  Ohio, 

County  of  Cuyahoga,  ss. 

Personally  appeared  before  me,  a Notary  Public  in  and  for 
said  County,  0.  P.  Van  Sweringen,  President,  and  Charles  W. 
Stage,  Secretary  of  the  within  named  The  Cleveland  Union  Ter- 
minals Company,  who  acknowledged  the  signing,  sealing  and  exe- 
cution of  the  within  Indenture  to  be  their  free  act  and  deed  as  such 
President  and  Secretary  and  the  free  and  corporate  act  and  deed 
of  said  The  Cleveland  Union  Terminals  Company. 

In  Witness  Whereof,  I have  hereunto  set  my  hand  and  official 
seal  at  Cleveland,  Ohio,  this  15th  day  of  June,  1922. 

J.  R.  Neff, 

(Notarial  Seal)  Notary  Public. 

State  of  Ohio, 

County  of  Cuyahoga,  ss. 

Personally  appeared  before  me,  a Notary  Public  in  and  for 
said  County,  Geo.  N.  Sherwin,  Vice  President,  and  W.  H.  Kinsey, 
Assistant  Secretary,  of  the  within  named  The  Union  Trust  Com- 
pany, who  acknowledged  the  signing,  sealing  and  execution  of  the 
within  Indenture  to  be  their  free  act  and  deed  as  such  Vice  Presi- 
dent and  Assistant  Secretary  and  the  free  and  corporate  act  and 
deed  of  said  The  Union  Trust  Company. 

In  Witness  Whereof,  I have  hereunto  set  my  hand  and  official 
seal  at  Cleveland,  Ohio,  this  15th  day  of  June,  1922. 

James  R.  McKenna, 

(Notarial  Seal)  Notary  Public. 


Filed  in  the  office  of  the  County  Recorder,  Cuyahoga  County, 
Ohio,  June  16th,  1922,  as  Real  Estate  Mortgage  Instrument  No. 
1388200. 


i> 


